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Corporate Finance

Lecture 14

Corporate Finance

Lecture 14 :
Mergers & Acquisitions

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Fundamentals of Mergers & Acquisitions


! Mergers
! When 2 or more companies come together & continue to
have an interest in the combined business
! Acquisitions or takeovers
! When a bid is made by one company to acquire the shares
of another business
! M & As normally take place in waves
! Economic Disturbance Theory of M & A suggests that the
strength of the waves are associated with booms & slumps in
the economy & stock prices
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Corporate Finance

Lecture 14

Fundamentals of Mergers & Acquisitions


! Possible causes of merger waves
! When share prices are low i.e. businesses can be acquired
at bargain prices
! When share prices are high i.e. takeovers can be financed
through equity issues
! Certain economic situations i.e. can be forced by
governments
! Management who decides whether to merge or not should act
in the interests of shareholders

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Condition for Merger Activity


! In line with the efficient market theory, mergers & acquisitions
should be undertaken if they generate positive NPV
! Mathematically represented as follows :
Vxy > Vx + Vy
! In other words, the value of the merged firm created from firm
X & Y (Vxy) must exceed the aggregate of pre-merger value of
firm X & firm Y (i.e. Vx + Vy) separately
! Hence, the value of any merger activity should be judged in
terms of the value it delivers

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Corporate Finance

Lecture 14

Condition for Merger Activity


Example
Two firms X & Y with information as follows :
X : 1 million shares at $2 per share
=> Vx = $2 million
Y : 500,000 shares at $10 per share
=> Vy = $5 million
X is being run inefficiently, hence Y is contemplating a take-over

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Condition for Merger Activity


If take-over is successful, Xs net cash flow will increase by
$300,000 p.a.
Assume cost of capital of X is 10%
Hence, PV (Future CF)
=> Gain from merger will be $3 million

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Corporate Finance

Lecture 14

Condition for Merger Activity


If Y agrees to pay $3 per share to the shareholders of X
=> Total payout = ($3)(1m share) = $3m
Net gain to shareholders of X = $3m - $2m = $1m
Net gain to shareholders of Y
= (New Value of X) - (Amount Paid to X)
= ($2m + $3m) - ($3m) = $2m
Total value created from merger = $2m + $1m = $3m
Hence, both firm will be happy to participate in the exercise
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Types of Mergers & Acquisitions


! M & A can be categorized broadly into three distinct subgroups depending on the motivations of such activities :
!

Financial activity

Strategic activity

Conglomerate activity

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Corporate Finance

Lecture 14

Types of Mergers & Acquisitions


! Financial merger
! Refers to takeovers or acquisitions that has no operating
synergies, but initiated to take advantage of corporate mismanagement
! It is sometimes motivated by :
Tax gain associated with the acquisition
The target firm is undervalued relative to the intrinsic
value of its assets because of corporate inefficiencies or
badly managed
Such transaction generates value by allowing the
acquirer to buy assets cheaply, implement strategies to
increase the value of the acquired firm or to sell its
assets at a profit
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Types of Mergers & Acquisitions


! Strategic merger
! Involves operating synergies, meaning that the two firms are
more profitable combined than separate
! It yields value through taking advantage of economies of
scale & scope in production, purchasing & marketing
! Horizontal integration
Increase & exploit market power
Take advantage of economies of scale
! Vertical integration
Lower production costs or marketing expenses
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Corporate Finance

Lecture 14

Types of Mergers & Acquisitions


! Conglomerate merger
! Firms operating in very different industries link up to form
a large group
! NOT to take advantage of corporate mis-management &
scale economies
! It lowers the groups cost of capital, thus creating value
even when the operations of merged firms do not benefit
from the combination
=> Element of diversification that conglomeration yields
adds to value (there is an argument against it!)
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Types of Mergers & Acquisitions


!

Other reason for the existence of conglomerate is the


deployment of excess cash to positive NPV investments
(mergers or take-over) when the corporation does not want
to increase dividend or repurchase equity

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Corporate Finance

Lecture 14

Why Mergers & Acquisitions are Made?


! Synergistic effects
! Primary motivation
Produces mutual benefits to acquirer & target company
! Creates value due to higher returns &/or lower risk
! Value of the two firms together as a merged entity exceeds
the aggregate value of both firms separately
=> Vxy > Vx + Vy

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Why Mergers & Acquisitions are Made?


!

Synergistic benefits may be realized through :


Cost savings
Elimination of duplication of functions
Economies of scale
Combining complementary resources
Example : Company with good R & D vs company
with strong marketing

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Corporate Finance

Lecture 14

Why Mergers & Acquisitions are Made?


!

Extent of effects depends on forms of merger


Horizontal
For example, SPH group is able to avoid duplication in
capital expense & circulation effort & merger of banks
can achieve economies of scale in branch network &
avoid duplication in marketing efforts & costs

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Why Mergers & Acquisitions are Made?


Vertical
Secure sources of supply & strengthen outlets e.g.
merger with supplier or customer i.e. upward or
downward integration will smoothen operations
particularly when functions of supply, production &
marketing are difficult to conduct at arms length.
Conglomerate
Normally no or modest synergistic benefits yet risky

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Corporate Finance

Lecture 14

Why Mergers & Acquisitions are Made?


! Enhance market power
! Increase market share normally associated with horizontal
acquisition
! Can be blocked by anti-monopoly regulations
! Entry into new markets / industries can be achieved
through merger with a company that has the know-how or
established network

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Why Mergers & Acquisitions are Made?


! To achieve desired growth
! Internal vs. external
! External tends to be more rapid & less risky due to shorter
learning curve
! New product / technology may be patented
! Widen geographical coverage
!

Crux : Objective can be quicker &/or better achieved than


starting anew

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Corporate Finance

Lecture 14

Why Mergers & Acquisitions are Made?


! Bargains / discount to asset values
! Target company may have an element of weakness in its
Profitability, gearing or liquidity
Dissenting shareholders & unhappy management
Depressed market rating i.e. share price may not fully
reflect the true value of the firm
! NTA > Market price

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Why Mergers & Acquisitions are Made?


! To improve gearing
! Acquisition of lowly geared company through share swap
! Part of defense strategy
! Try to become too big for acquisition by others
! Can backfire if acquisitions make no strategic / financial
sense

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Corporate Finance

Lecture 14

Why Mergers & Acquisitions are Made?


! Management
! To secure services of a manager or management team
! Ambition of management
! Empire building
! Stock Exchange listing
! Back-door listing or reverse takeover
! To meet stock exchanges requirements

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Why Mergers & Acquisitions are Made?


! Tax shield (US & UK)
! Tax losses of target company may be available for
utilization by acquirer group of companies to set off profit.
(Not in Singapore)
Singapore : Target company can offset future profit against
its own tax losses if no substantial change in shareholdings
! To increase EPS
! By issuing shares to acquire at a lower PER
! If purchase is by cash, return > funding cost
!

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Corporate Finance

Lecture 14

Why Mergers & Acquisitions are Made?


Example
Latest Profit
No. of Shares
EPS
PER
Share Price
Market Capitalization
Terms of Offer

Acquirer
Target
100
50
1,000
1,000
0.10
0.05
12x
8x
1.20
0.40
1,200
400
1 new share for 3 existing
shares

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Why Mergers & Acquisitions are Made?


Post Acquisition :
Enlarged Share Capital
Combined profit
New EPS

Combined Group
1,333
150
0.1125

PER (assume no change in acquirer's PER)


New share price
New market capitalization

12x
1.35
1,800

Assumptions :
Terms of share swap at respective market price
If target company is acquired at premium then acquirer issues more
shares resulting in reduction in EPS
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Corporate Finance

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Why Mergers & Acquisitions are Made?


! Licenses
! To acquire company with a restricted license e.g. gaming /
banking
! Risk diversification for conglomerate type of merger &
acquisition

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Impossibility of Efficient Takeovers


! Takeover activity is only possible if it is efficient, which is
defined as the increase in the market value of the acquired
firm exceeds any associated costs
! A simple theoretical model of merger activity developed by
Grossman and Hart (1980), however, will always render any
takeover bid as not efficient
! This extreme outcome comes from rational shareholders freeriding on the improved firm value delivered by a takeover
raider

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Corporate Finance

Lecture 14

Impossibility of Efficient Takeovers


! Assumptions
! Existence of a takeover bid from an external takeover
raider
! If the bid succeeds, firm value will increase by z from y to
a total of (y + z) & the increase in firm value is a common
knowledge
! Target firm has many small shareholders who are
homogeneous
! Raider offers a premium p over & above the current firm
value to purchase the outstanding shares & in addition
incurs administrative takeover costs of c
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Impossibility of Efficient Takeovers


!

Raider must gain at least 50% of the shares to implement a


takeover

! Takeover is efficient if the following condition holds :


zc
! For the bid to be profitable for the raider we must have
z > (p + c)
=> Improvement in Firm Value > Cost of Takeover & the
Premium Paid to original shareholders

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Corporate Finance

Lecture 14

Impossibility of Efficient Takeovers


! Consider the thought process of a single small shareholder
! If he expects the bid to fail, he is indifferent about
tendering or not tendering his shares
! If he expects the bid to succeed, he thinks his shareholding
would be worth (y + z) after the takeover
! Hence, he demands a premium of at least z over & above y
to induce him to sell
=> p > z

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Impossibility of Efficient Takeovers


! Therefore for the takeover to be successful :
! Raider is looking at
z > (p + c)
! Shareholder of target firm is looking for
p>z
! Obviously the preceding 2 expressions are contradictory
=> Profitable takeover will never occur in this
framework

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Corporate Finance

Lecture 14

Ways To Get Efficient Takeovers


! Dilution
! The ability of a raider to extract value from the target
upon the success completion of the takeover
! If the takeover is successful, the raider threatens to extract
of firm value for himself
Example :
Paying himself an astronomical salary, selling the firms
output to another corporation he owns at a knockdown
price etc

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Ways To Get Efficient Takeovers


!

This modifies the premium the shareholders are willing to


accept as
p>z-f

Hence, a profitable takeover is possible when


z > (p + c)
z > (z - f + c)
f>c

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Corporate Finance

Lecture 14

Ways To Get Efficient Takeovers


! Large shareholders
! When there is a single shareholder who already owns a
significant proportion of the firms equity & will make a
gain on this holding when the takeover goes ahead
!

If this gain exceeds the takeover cost then takeover will be


profitable & hence beneficial to the large shareholder

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Empirical Evidence
! Accounting studies
! Examine the financial results (accounting data) to draw
inferences about the underlying economic impact of
mergers & acquisitions
!

Examples of measure :
Net income
Operating margin
Return on equity (ROE)
Return on assets (ROA)

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Corporate Finance

Lecture 14

Empirical Evidence
!

!
!

Investigations done by comparing performance of


Acquirers with the non-acquirer peers
Combined firms following mergers or acquisitions with
that prior to the transactions
Between 1950 - 1975, based on ROA, performance is 1 2% less for acquiring firms
Between 1979 - 1983, performance improved when studies
were done based on
Sales & profit
Asset productivity
Mix empirical evidence
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Empirical Evidence
!

Possible reasons for the difference in findings include


Difference in motivations
Discrepancies introduced by accounting for mergers &
acquisitions

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Corporate Finance

Lecture 14

Empirical Evidence
! Event studies
! Shareholders from target firms gain from takeovers mainly
due to the premium paid by acquirer & slightly lower
return from negotiated mergers
Return between 16 - 30% around the date of the
announcement of a tender offer
During the 1980s -> Substantial returns of average 53%
Return to about 10% in negotiated mergers
! Return to shareholders of bidding firms : Small, timevarying & may be positive or negative
Announcement return to bidders in tender offers from
5% gain in the 1960s to 1% loss in the 1980s
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Empirical Evidence
!

Means of payment affect the return to the bidders


Cash offer : Average return on 2 days around the
announcement of the cash offer is about +0.24%
Exchange of equity : Share prices of bidding firms by
about 1.50%
=> Consistent with signaling effect & pecking order
theory
Therefore, adding the returns to both the acquirer & target
generate positive returns => Net gain to shareholders =>
Merged firms value upon successful tender offers
=> M & A activities are value enhancing
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Corporate Finance

Lecture 14

Estimating Economic Gains / Cost of M & A


PVAB = Value of Combined firms A & B
PVA = Value of A
PVB = Value of B
Gain = PVAB - (PVA + PVB)
Unless Gain > 0, no justification for mergers & acquisitions
However, need to consider cost of mergers & acquisitions
Cost = Cash Paid - PVB
NPV = Gain - Cost
= PVAB - (PVA + PVB) - (Cash paid PVB)
NPV must be > 0 to further justify M & A
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Estimating Economic Gains / Cost of M & A


Example
PVA = $100 PVB = $50
Merger allow cost savings with PV of $25
PVAB = $175 or Gain = $25
If B is acquired for cash, say, $65
Cost to Company A = $65 - $50 = 15
=> Shareholders of B gain $15
From As viewpoint, NPV = $25 - $15 = $10
=> Gain for shareholders of A
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Corporate Finance

Lecture 14

Estimating Economic Gains / Cost of M & A


Reconcile :
NPV = Wealth with Merger - Wealth without Merger
= (PVAB - Cash Paid) - PVA
= ($175 - $65) - $100 = $10
Rewrite cost formula :
Cost = Cash Paid - PVB
= Cash Paid - MVB + MVB - PVB
= (Cash Paid - MVB) + (MVB - PVB)
Distinction between market value (MV) & intrinsic value (PV)
of the firm as a separate entity
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Estimating Economic Gains / Cost of M & A


Potential investors in Bs stock will see 2 possible outcomes &
values :
Outcome

Value of Bs stock

No merger

PVB

Merger

PVB + some of mergers benefits

Example : Suppose before merger announcement


A

Market Price per Share

$75

$15

No. of Shares

1m

600,000

Market Value (MV)

$75m

$9m

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Corporate Finance

Lecture 14

Estimating Economic Gains / Cost of M & A


A intends to pay $12mn for B in cash
Cost savings from the M&A synergistic benefits is $4.75m
If Bs market price reflects only its value as a separate entity then
Cost = (Cash - MVB) + (MVB - PVB)
= (12m - 9m) + (9m - 9m)
= $3m
As shareholders would gain $1.75m from the M&A

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Estimating Economic Gains / Cost of M & A


Suppose Bs share price was $13 increased by $2 to $15 because
of rumor on the favorable merger offer even before
announcement
MVB overstates PVB by ($2)(600,000) = $1.2m
PVB = ($13)(600,000) = $7.8m
Cost
As

= ($12m - $9m) + ($9m - $7.8m) = $4.2m

shareholders would then benefit less from the M&M

If market made a mistake i.e. MVB < PVB => Cost < 0
=> B is a bargain & merger would be worthwhile to A
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Corporate Finance

Lecture 14

Estimating Economic Gains / Cost of M & A


Observations :
! Bargain stocks may turn out to be expensive
! If shares are truly undervalued, A doesnt need a merger to
profit. Just buy Bs shares & hold until other investors wake
up to its true value.
! If Cost > Gain, A should not go ahead with merger
If Cost < 0, B should not consent because cost to A < 0
=> Gain to B < 0
! A range of possible cash payments. But agreed price at top or
bottom of range depends on relative bargaining power.
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Estimating Cost When M & A is


Financed by Stocks
Suppose A offers 160,000 shares & PVB = $9m
Apparent Cost = (160,000)($75) - $9m = $3m
Suppose merger result in cost savings of $4.75m
Gain = PVAB - (PVA + PVB)
= 88.75m - (75m + 9m) = $4.75m

True Cost = (160,000)($76.50) - $9m = $3.24m

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Corporate Finance

Lecture 14

Estimating Cost When M & A is


Financed by Stocks
Alternatively, Cost to A is gain to B
160,000 shares => 13.80% of Firm AB ie. 160,000/1.16m x 100
Gain = (0.138)($88.75m) - $9m
= $3.24m
In general, if x = % of Bs shares in Firm AB then
Cost = x PVAB - PVB

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Key Distinctions Between Use of Cash or


Stocks in Financing a M & A
Cash
! Cost unaffected by merger gains
! Effects of over or under valuation
will be benefited by B or A
respectively
! If A is optimistic about post
merger share value then cash
alternative is better

Stocks
! Cost depends on gains which
show up in post merger price
! Mitigates effects. Bs
shareholders benefit or bear the
effects as they are part owners of
AB
! If A is pessimistic about post
merger share value then stock
alternative is better

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Corporate Finance

Lecture 14

Key Distinctions Between Use of Cash or


Stocks in Financing a M & A
! If the post merger share price is expected to rise due to the
post merger gain using stock to finance the merger &
acquisition will result in higher cost as Bs shareholders will
benefit from higher post-merger price
! This is known as asymmetric information i.e. As managers
have access to information about As prospects

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Art of Self Defense General Approach


! Takeover bids can strike suddenly like a heart attack & are
often referred to as raids
! Market raid : Acquirer acts with speed in buying the shares
of a target company & notify after achieving their
acquisition objectives
! Dawn raids : Takes place at the early minutes / hours after
the exchange has opened
! Concerted parties : Several parties act together to buy
shares in the target company to avoid having to declare as
significant shareholders
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Corporate Finance

Lecture 14

Art of Self Defense General Approach


! After announcement of an offer by the acquirer, the
management of the target company must circulate its own
view of the offer & make an appropriate recommendation
! Directors of the target company should act in the best interests
of the shareholders
! If a bid is financially unattractive then in defense, directors
have to convince their shareholders either
! current market price of acquirers shares are overvalued or
! price offered by acquirers is undervalued

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Art of Self Defense Specific Approaches


! Good housekeeping
!

Try to ensure fundamental value is reflected in share price


i.e. not undervalued so that company will not be targeted as
a bargain
Exercise strong investor / media relationship
Assessing own fundamentals such as EPS, Dividend,
Gearing & NTA ie. Monitor vital signs closely
Periodic revaluations
Asset stripping to offload unproductive assets & reduce
gearing
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Corporate Finance

Lecture 14

Art of Self Defense Specific Approaches


! Know your shareholders
! This will enable you to recognize early signs of possible
M&A maneuvers & can be done by
Compiling regular reports on composition of shares
with voting or conversion rights
Monitoring changes in shareholdings in excess of 0.5%
- 1% block

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Art of Self Defense Specific Approaches


! Changing the rules
! Move place of incorporation
! Make it difficult to change directors e.g. staggered board
! Critical motions to require more than simple majority vote
i.e. super majority

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Corporate Finance

Lecture 14

Art of Self Defense Specific Approaches


! Structural obstacles - poison pills
! Sufficient authorized & unissued capital for issuing new
shares quickly
! Loan stocks & preferred shares to become immediately
convertible or repayable upon announcement of a takeover
bid
! License or franchise to terminate in the event of a change in
control
! Restrict mergers with significant shareholders unless a fair
price is paid
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Art of Self Defense Specific Approaches


! Creating defensive shareholdings
! Family members/related parties to be bound by special
arrangement such as trust to vote as a block thus preventing
outsiders penetrating to individual members
!

Allied or cross shareholdings via share swap or purchase of


assets funded by new issue of shares

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Corporate Finance

Lecture 14

Art of Self Defense Specific Approaches


! Disposal & acquisitions of crown jewels
! Strategic business units spin off through distribution of
shares to existing shareholders
! Predators may find it expensive to go for all or unattractive
to go for one unit
!

Aggressive acquisitions to partly render enlarged group


more difficult for predators to swallow
Acquisition of unattractive assets

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Art of Self Defense Specific Approaches


! Identifying white knights or pre-empting the predator
! Forming understandings with other groups of companies to
be the white knight in the event a less agreeable suitor is
courting the company
! Golden parachute
! Providing attractive termination packages for senior
executives of the target company
! More expensive for bidding company

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Corporate Finance

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Art of Self Defense Specific Approaches


! Greenmail
! Pay a high premium to arbitrageurs who hold block of
shares that can make a bidding successful
! Employee Share Option Scheme
! Placing shares in friendly hands who are likely to remain
loyal to their employer

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Tactics After Announcement of Bid


! Referral to the monopolies commission
! An acquisition may be prevented if it leads to reduced
competition & are against the interest of the public
! Seeking a white knight
! A form of defense merger
! Greenmail
! Pay premium for an arbitrageur who holds a significant
number of shares which will cause the bid to be
unsuccessful

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Corporate Finance

Lecture 14

Tactics After Announcement of Bid


! Revision of profit forecast / releasing new positive
information
! Revising profit forecast indicating that the future will be
very much better than the market is expecting
!
!

Revaluation of assets
Market price will rise thereby causing the takeover to be
more expensive

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Tactics After Announcement of Bid


! Attacking terms of bid & bidder
! Offer price not high based on PERs, historical market
prices etc.
! Tax considerations in selling by shareholders
! If offer is non-cash, attack value at securities used in share
swap
! Question the bid
Is target company bad?
Is offer price attractive?

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Corporate Finance

Lecture 14

Tactics After Announcement of Bid


Purpose : Get shareholders of predator to question their
managements competence & motives for acquisition
! Attack the initiator if he is incompetent or has an
unattractive past record
! Pac-man
! Bid for stock of bidder
! Reverse takeover

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Tactics After Announcement of Bid


! Throwing Blocks
! Court injunctions to delay or block takeover
! Attacking bidder for lack of disclosure, violation of
procedures & lobbying for anti-monopoly rules
! Instigate associates to push up market prices above offer
! May force withdrawal by bidder due to low acceptances
! Management can make a counter-bid
! Management Buy-Out
! Leveraged Buy-Out
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Corporate Finance

Lecture 14

Tactics After Announcement of Bid


Conclusion
Mergers normally takes place with the intention of providing
positive net benefits to the shareholders of the acquirer BUT
competition between bidders & active defense strategies may
push benefits to the selling shareholders

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