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Table Of Contents

CHAPTER 1: INTRODUCTION
1.1 M&A IN MALAYSIA
1.2 IMPORTANCE OF STUDY
1.3 PURPOSE OF STUDY
1.4 ORGANIZATION OF THE STUDY
CHAPTER 2: LITERATURE REVIEW
2.1 DEFINITION OF MERGERS & ACQUISITIONS
2.3 OBJECTIVES AND MOTIVES OF M&A
2.4 DUE DILIGENCE
2.5 POST M&A
2.6 THE INTEGRATION PROCESS
2.6.1 The Merger & Acquisition Process
Figure 2.2: Map of merger & acquisition process
Figure 2.3: Watson Wyatt Deal Flow Model in practice
2.6.2 Post-M&A Integration
2.6.3 The Integration Process and Culture
2.6.4 The Importance of Integration in Creating Synergy
2.7 SYNERGY
2.7.1 Definition and Types
2.7.2 Problems with Creating Synergy
2.7.3 Solutions to Problems with Synergy
2.7.4 The Management of Synergy
2.8 THEORY SUMMARY
CHAPTER 3: RESEARCH METHODOLOGY
3.1 RESEARCH QUESTIONS
3.2 RESEARCH LIMITATIONS
3.3 RESEARCH METHODOLOGY
3.3.1 Data Collection and Sampling
3.3.2 Methods of Valuation
CHAPTER 4: PRE-MERGER: BACKGROUND OF PARTICIPATING
4.1.1 Corporate Overview
Figure 4.0: Sime Darby's Group Head Office
4.1.2 Board of Directors
Figure 4.1: Sime Darby Berhad’s Board of Directors
4.1.3 Sime Darby Group Business Activities
Figure 4.2: Sime Darby Group Business Activities
4.1.3.1 Plantations
4.1.3.2 Property
4.1.3.3 Motor
4.1.3.4 Heavy Equipment
4.1.3.5 Energy & Utilities
4.1.3.6 General Trading
4.2 KUMPULAN GUTHRIE BERHAD
4.2.1 Corporate Overview
4.2.2 KGB Group Structure
Figure 4.3: Kumpulan Guthrie Berhad’s Structure
4.2.3 Major Business Groups
4.2.3.1 Plantations
4.2.3.2 Property
4.2.4 Board of Directors
Figure 4.4: Kumpulan Guthrie Berhad’s Board of Directors
4.3 GOLDEN HOPE
4.3.1 Corporate Overview
4.3.2 Main Business Group
4.3.2.1 Plantations
4.3.2.2 Oil & Fats
4.3.2.3 Property
4.3.2.4 Other Business
4.3.3 Board of Directors
Figure 4.6: Golden Hope’s Board of Directors
CHAPTER 5: INDUSTRY OVERVIEW AND MERGER INITIATIONS
5.1 PALM OIL INDUSTRY
5.1.1 Overview of the Malaysian palm oil industry
5.1.2 Palm oil industry growth in Malaysia and Indonesia
Table 5.0: Total oil palm plantation area in Malaysia
Table 5.1: Yield of FFB in Malaysia
Table 5.2: Production of CPO and PK in Malaysia
Table 5.3: Extraction rate of palm oil in Malaysia
Table 5.4: Distribution of Oil Palm Plantation Areas
5.1.3 Growth prospects
5.1.4 Industry players and competition
Table 5.5: Major Palm Oil Producer
Table 5.6: Major Palm Oil Plantation (Planted Area) in Malaysia
5.2 PROPERTY INDUSTRY
5.2.1 Overview of the property industry in Malaysia
5.2.2 Growth prospects
5.2.3 Industry players and competition
Table 5.7: Property Development Companies by Market Capitalisation
5.3 MOTOR INDUSTRY
5.3.1 Overview of the motor industry
5.3.2 Growth prospects
5.3.3 Industry players and competition
5.4 HEAVY EQUIPMENT INDUSTRY
5.4.1 Overview of the heavy equipment industry in Australia
5.4.2 Growth prospects
5.4.3 Industry players and competition
5.5 ENERGY AND UTILITIES INDUSTRY
5.5.1 Overview of the energy and utilities industry
5.5.2 Growth prospects
5.5.3 Industry players and competition
5.6 CHALLENGES FOR THE MERGER FACED BY SYNERGY DRIVE
5.6.1 Challenges to meet corporate and business strategy
5.6.2 Challenges to meet national agenda
5.6.3 Challenges to meet Globalisation and the Borderless World
5.7 MERGER RATIONALIZATION
5.7.1 To Value-add and Become a Fully Integrated Plantation Company
5.7.2 To Optimise on Cost and Revenue Synergies
5.7.3 To Grow Further the Upstream and Downstream Sectors
5.7.4 To Further Value-add the Palm Oil Business
5.7.5 To Focus on Quantum Leap R&D
CHAPTER 6: MERGER INTEGRATION AND BUSINESS CONSOLIDATION
6.1 BACKGROUND
6.2 BACKGROUND OF MERGER
Figure 6.0: Synergy Drive Core Business
Figure 6.2: Merger Integration Phases
6.3.1 Strategies for the plantations business
6.3.2 Strategies for the property business
6.3.3 Strategies for other core businesses
6.4 MERGER SYNERGIES
6.4.1 Plantations
6.4.1.1 Cost synergies
6.4.1.2 Revenue synergies
6.4.2.1 Cost synergies
6.4.2.2 Revenue synergies
6.4.3 Corporate Services
6.5 COMPETITIVE STRENGTHS
6.5.1 Scale-driven revenue and cost synergies for plantations
6.5.2 Focused set of core businesses within Asia Pacific
6.5.3 Experienced management team
6.6 POST MERGER - BUSINESS INTEGRATION
6.6.1 Plantations business
Figure 6.3: Plantation’s Upstream and Downstream Activities
Figure 6.4: Plantations production process flow
6.6.1.1 Plantations Business Operation & Activities
Table 6.1: Biodiesel Production Plants
Table 6.2: R&D Centres and Activities
Table 6.3: R&D Expenditure
6.6.2 Property business
6.6.2.1 Current ongoing/developed properties
6.6.2.2 Development land bank
6.6.2.3 Involvement in other types of property business
6.6.2.4 Sales and marketing
6.6.2.5 Contractors
6.6.2.6 Quality control
6.6.2.7 Market research
6.6.3 Motor business
Table 6.4: Group Motor’s Operation
6.6.4 Heavy equipment business
6.6.5.1 Power and utility
6.6.5.2 Oil and gas
6.6.5.3 Engineering
CHAPTER 7: RESEARCH ANALYSIS AND RESULTS
7.1 PRICING OF THE MERGER ENTITIES
7.1.1 Offer Prices Based On Indicative Valuation
7.1.2 Fair Valuation Based On DCF
7.2 ESTIMATION OF TARGET COMPANIES VALUE’S
7.2.1 Sime Darby 5-Years Projection
7.2.1.1 Free Cash Flow and Terminal Value
Figure 7.0: Sime Darby’s Free Cash Flow
Figure 7.1: Calculation of Cost of Equity and Capital (Sime Darby)
Figure 7.2: Sime Darby’s Market Value
7.2.2 Golden Hope 5-years Projection
7.2.2.1 Estimation of Cost of Equity and Cost of Capital
Figure 7.3: Calculation of Cost of Equity and Capital (Golden Hope)
7.2.2.2 Determination of Firm Value
Figure 7.4: Golden Hope’s Free Cash Flow
Figure 7.5: Golden Hope’s Market Value
7.2.3 Kumpulan Guthrie Berhad’s 5-years projection
7.2.3.1 Free Cash Flows
Figure 7.6: Kumpulan Guthrie Berhad’s Free Cash Flow
7.2.3.2 Estimation of Cost of Equity and Capital
Figure 7.7: Calculation of Cost of Equity and Capital (KGB)
7.2.3.3 Determination of Firm Value
Figure 7.8: KGB’s Market Value
7.3 MEASURING VALUE OF SYNERGY DRIVE WITH SYNERGIES
7.3.1 Synergy Estimation
Figure 7.9: Calculation of the Estimated Cost and Revenue Synergies
Figure 7.10: Projected Income Statement
7.3.3 Calculating the Projected Balance Sheet
Figure 7.12: Projected Balance Sheet
7.3.4 Free Cash Flows
Figure 7.13: Expected Cash Flow for the next 5 years
7.3.5 Determination of Firm Value
Figure 7.14: Synergy Drive’s Group Value
Synergy
Figure 7.15: Comparison of Synergy Value
7.4 ALTERNATIVE VALUATIONS
Figure 7.16: Price/Net Asset & Price/Earning Valuation
7.5 PRICE DETERMINATION
Figure 7.17: Offer Price Data
Figure 7.18: Firm’s Standalone Value
Figure 7.19: Consolidated Firm Value
Figure 7.20: Increase in Offer Price (Sime Darby)
Figure 7.21: Increase in Offer Price (Guthrie)
Figure 7.22: Increase in Offer Price (Golden Hope)
7.6 WEIGHTED AVERAGE VALUATION OF COMBINED FIRM
Figure 7.23: Weighted Average Calculation of the Combined Firm
Table 7.2: Efficiency Analysis
Table 7.3: Altman’s Z-Score
7.8 SHARE PRICE VALUATION
Figure 7.29: Kumpulan Guthrie Berhad Share Price
CHAPTER 8: IDEAL WEIGHTED AVERAGE CAPITAL STRUCTURE
CHAPTER 9: CONCLUSION AND RECOMMENDATIONS
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Published by: zubnaree on Apr 15, 2011
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