Financial Modeling Using Excel

Mergers and Acquisitions

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M&A

Source: www.ft.com

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Agenda

• Meaning and categories of M&A

• Merger motivations
• Forms of payment
• Hostile Vs Friendly offer
• Estimating value

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Mergers & Acquisitions defined

• Mergers & acquisitions:

– Refer to the aspect of corporate finance dealing with purchase, sale or combination of two business entities
that can add strategic value to a company in a given industry and grow rapidly without having to grow
organically.
Mergers Acquisitions

Refer to the acquirer absorbing the entire
target company.
Involve purchase of controlling stock
Both the acquirer and target lose their
respective identities after merger (eg.
Glaxo Smithkline)
It is generally friendly in nature
Refer to the acquirer buying only a part of
target company
Involve purchase of assets or a distinct
business segment (eg. subsidiary)
The acquirer and/or target retain their
identity after merger. (Mahindra Satyam)
It can be a hostile take-over

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Transaction Structure - Amalgamation into an Existing Company

S1 • Co. 1: Amalgamating Company; Ceases

to Exist
• Co. 2: Amalgamated Company
Co. 1 • Co. 2 receives all of Co. 1’s assets and
liabilities
• S1: Shareholders of Co. 1 receive shares
Issue Transfer in Co. 2 and maybe other benefits like
shares S2 Assets & debentures, cash
Liabilities • Co. 2 will now have S1 and S2 as its
shareholders
Co. 2 • Case in Example – Merger of Reliance
Petroleum into Reliance Industries
Limited

S1 S2

Co. 2

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Categories of M&A - Horizontal Integration
• Two firms in the same industry combine
• Typically the competitors Industry 1
• Motivation: To achieve
– Industry consolidation to exploit economies of scale, size and /
or scope
Firm 1 Firm 2
– Entry into a new geography
Firm 5
– Enhance product / services portfolio
• Examples Firm 3 Firm 4
– P&G acquiring Gillette
– Acquisition of equity stake in IBP by IOCL
– Bharat Forge’s acquisition of CDP (Germany)
– S&P’s stake in CRISIL

Which Industries / Sectors will typically see Horizontal Integration? Why???

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Categories of M&A - Vertical Integration
Vertical Integration

finished goods
Industry 3

Customers of
Internalization of crucial forward
or backward activities
Firm 1 Firm 2
Firm 5
Firm 3 Firm 4

Forward Integration Backward Integration

Industry 2

Supply Chain
Manufacturer
Buying your customer Buying your supplier

Producer /
Firm 1 Firm 2
Firm 5
• Two firms across the vertically integrated industries combine Firm 3 Firm 4

• Motivation: To achieve
– Control of aforward or backward activity in supply chain
Industry 1
– Secure Raw Materials

Raw Material
• Examples

Supplier
– Indian Rayon’s acquisition of Madura Garments Firm 1 Firm 2
Firm 5
– IBM’s acquisition of Daksh Firm 3 Firm 4

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Categories of M&A - Conglomerate

• Combination of two firms in uncorrelated business

• Motivation: To achieve
– Diversification by combining uncorrelated assets and income streams
– To reduce business risks
• Examples
– L&T’s attempted acquisition of Satyam

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Agenda

• Meaning and categories of M&A

• Merger motivations
• Forms of payment
• Hostile Vs Friendly offer
• Estimating value

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Merger Motivations

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Motivations according to Industry life cycle

Size

Time

Industry stage Characteristics Motivations Type of M&A

Pioneer • Uncertainty of product acceptance • Access to larger/mature firm’s capital • Horizontal
• High capital requirements, low margins • Gain management expertise • Conglomerate

Rapid growth • High profit margins • Access to capital • Horizontal

• Increasing revenues and profits • Capacity expansion • Conglomerate
• Less competition
Mature growth • Increasing competition • Operational efficiencies • Horizontal
• Less scope for supernormal growth • Synergies (economies of scale/scope) • Vertical

Stabilization • Reduced growth potential due to high • Economies of scale • Horizontal

competition • Management efficiency
• Capacity constraints
Decline • Change in consumer tastes • Operational efficiencies • Horizontal
• Excess capacity/declining margins • New growth opportunities • Vertical
• survival • Conglomerate

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Agenda

• Meaning and categories of M&A

• Merger motivations
• Forms of payment
• Hostile Vs Friendly offer
• Estimating value

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Form of acquisition

Metric Asset purchase Stock purchase

Payment to party Made directly to target’s Made directly to the company
shareholders in exchange for
their shares

Approval Majority shareholder Unless asset sale is a

approval required substantial portion, no
shareholder approval necessary

Taxes No tax expense incurred by Target company has to pay

company, but shareholders capital gains tax
pay capital gains tax

Liabilities of target Acquiring firm assumes Usually the liabilities are avoided
target’s liabilities by acquirer in the transaction.

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Methods of payment

Metric Stock offering Cash offering

Meaning Target’s shareholders receive
proportion of acquirer’s common stock
in exchange for their target’s holding
Risk in the merged • Part of the risk (and reward) is
entity borne by target’s shareholders.
• Lower confidence in synergies by
acquirer.
Relative valuations Stock offer is a signal that acquirer’s
shares may be overvalued
Capital structure Decreases leverage as issuance of
impact new stock dilutes ownership for
existing shareholders
Acquirer pays an agreed
amount of cash for target
company stock
• Risk is entirely borne by
acquirer
• Higher confidence in
synergies
Increases leverage,
especially if acquirer
borrows money to pay
target’s shareholders.

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Agenda

• Meaning and categories of M&A

• Merger motivations
• Forms of payment
• Hostile Vs Friendly offer
• Estimating value

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Friendly Vs Hostile offer

• Friendly offer:
– Refer to the acquisition of a target company that is willing to be taken over.
– Usually, the target will accommodate overtures and provide access to confidential information to facilitate the
scoping and due diligence processes.
– Normally the process is started voluntarily by target company, but can be intiated by friendly overture by
acquirer seeking better information to value target.

Friendly Acquisition

Information Main due

memorandum Confidentiality
agreement diligence Ratified

Approach Sign letter Final sale

target of intent agreement

• Both parties have opportunity to structure deal to their mutual satisfaction:

– Taxation Issues (stock offer instead of cash offer)
– Asset purchase rather than stock purchase
– Earn outs

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Friendly Vs Hostile offer (Cont…)

• Hostile offer:
– A takeover in which the target has no desire to be acquired and actively rebuffs the acquirer and refuses to
provide any confidential information.
– The acquirer usually has already accumulated an interest in the target (15% of the outstanding shares) and
this preemptive investment indicates the strength of resolve of the acquirer.

Hostile Acquisition

Beachhead: slowly acquire

Acquire 15% stock through
toehold by open market
open market purchase over
purchase of target’s shares
longer period

File statement with SEBI Make a tender offer to bring

without attracting attention ownership percentage to the
desired level.

• Acquirer’s tactics:
– Bear hug: acquirer submits merger proposal directly to target’s board of directors
– Tender offer: acquirer offers to buy shares directly from target’s shareholders
– Proxy battle: acquirer seeks control over target by having target’s shareholders approve a new board of
directors chosen by acquirer. If successful, the new board may then replace target’s management and
execute a friendly merger.

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Understanding M&A Process - Typical Steps & Timelines
Fortnights
1 2 3 4 5 6 7 8 9 10 11
Preliminary Preparation and
Shortlisting of Buyers

Signing of Non Disclosure Agreement

Dispatch of Info Pack to selected Buyers

Management Meetings, discussion on Info Pack and Business Model

Receipt of Preliminary Bid

Shortlist 2-3 Potential Buyers

Buyer Due Diligence,

Data room

Receipt of Final Bid

Shortlist Final Buyer and

provide exclusivity

Activity
Confirmatory due diligence
and Final Negotiations
Key external point

Finalize transaction
Key decision point documents

Closure

Phase I Phase II Phase III

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Understanding M&A Process - Typical Terms

• Teaser
• Confidentiality Agreement / Non Disclosure Agreement
• Information Memorandum
• Business Model, Valuation - Methodology
• Synergies
• Building synergies into the model
• Preliminary bid – Non Binding Offer
• Due Diligence
• Term Sheet
• Final Bid – Binding Offer
• Negotiations: How do valuations change?
• Deal Closure

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Agenda

• Meaning and categories of M&A

• Merger motivations
• Forms of payment
• Hostile Vs Friendly offer
• Estimating value

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Estimating Value
Types of valuation DCF
Advantages • Easy to make
modifications in cash flow
forecasts
• Based on forecasts of
future conditions than on
current data
• Easy to customize
Disadvantages • Difficult to apply during
negative cash flows
• Heavy reliance on
assumptions like discount
rate, and on terminal cash
flow
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Comparable companies Comparable transactions
• Data of comparable • No takeover premium
firms readily available necessary since actual
• Relies on market data valuations are considered
than on assumptions • Estimates are based on
of variables recent prices
• Avoid any potential lawsuit
for mispricing deal
• Implicitly assumes • Implicitly assumes accurate
comparables are valuation for comparables
accurately valued • Lack of sufficient number of
• Difficult to incorporate comparable transactions
synergies into analysis • Does not incorporate
• Estimation of takeover merger synergies in
premium may not be analysis
accurate
Evaluating a merger bid

• Post merger valuation for an acquirer: • VAT=Value post merger

• VA=Value of acquirer
VAT  VA  VT  S  C • VT= Value of target
• S=synergies
• C=Costs

• Gains accrued to Target:

• PT=price paid by
GainT  PT  VT acquirer (includes
premium)
• Gains accrued to acquirer:

GainA  S  ( PT  VT ) • N=number of shares

• In case of stock offer,

PT  ( N  PAT )

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Mergers & Acquisitions Analysis

• The typical M&A deal involves an acquirer company taking over (or merging with) a target company
• There are a variety of the reasons for you to analyze an M&A transaction:
– Your bank has a BUY-SIDE mandate (i.e. you are advising the acquirer)
– Your bank has a SELL-SIDE mandate (i.e. you are advising the target)
– Your bank has hired to provide a FAIRNESS OPINION to the Board of the acquirer or target
– You are working on a counter-bid (e.g. “white knight“ scenario)
– You are looking for potential M&A deals to pitch to clients
– You need to know more about a specific transaction

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Merger Analysis – Model Map

Target Model DEAL TERM Acquirer Model

MERGER MODEL

Target After-Tax COMBO Full Model Scenario Analysis Analysis at Contribution

Merger Cost -Target Ownership for Financing Cases Various Prices Analysis
Ownership
-EPS accretion/dilution
-Pre-Tax Synergies to Break-Even
-P/E to maintain Share Price
-Pro-forma EV/EBITDA
-Pro-forma Credit Ratios
-Pro-forma Incremental Debt
-Pro-forma Net Income
-Pro-forma WASO
-Pro-forma EPS
-Pro-forma EBITDA

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Merger Analysis- Steps

Inputs Outputs
1. Market Data 1. Deal summary
2. Share Information 2. Simple Sensitivity Tables
3. Balance Sheet Information 3. 2D Sensitivity Tables
4. Income Statement Information 4. Contribution Analysis
5. Valuation Summary 5. Analysis at Various Prices
6. Deal Assumptions
7. Sources and Uses Table
8. Combo Shares
9. Goodwill
10. Combo Balance Sheet
11. Combo EPS

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Target Ownership

Target Ownership

Market Data
Share Information
-Company Names
-Tickers
-Unaffected Shares Prices
-Prices Dates
-Offer Premium
Basic Share Diluted Share
Information Information

Offer Price
= Share Price *(1+ Premium)

From Latest Published Treasury Stock Method

Financial Statements

Target Price should exclude any run-up ahead of deal date

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Target Ownership: Market Data

Target Ownership

Market Data
Share Information
-Company Names
-Tickers
-Unaffected Shares Prices
-Prices Dates
-Offer Premium
Basic Share Diluted Share
Information Information

From Latest Published Treasury Stock Method

Financial Statements

Offer Price
= Share Price *(1+ Premium)

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Target Ownership: Basic Equity

Target Ownership

Market Data
Share Information
-Company Names
-Tickers
-Unaffected Shares Prices
-Prices Dates
-Offer Premium
Basic Share Diluted Share
Information Information
Offer Price
= Share Price *(1+ Premium)

From Latest Published Treasury Stock

Financial Statements Method

Equity Consideration Basic

 Offer Price* Basic Shares Outstanding

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 Target Ownership: Treasury Stock Method

Target Ownership

Market Data
Share Information
-Company Names
-Tickers
-Unaffected Shares Prices
-Prices Dates
-Offer Premium
Basic Share Diluted Share
Information Information
Offer Price
= Share Price *(1+ Premium)

• The diluted number of shares incorporates the potential From Latest Published
conversion into shares of all existing “dilutive” instruments (e.g. Financial Statements Treasury Stock
options, warrants, restricted stock units, convertibles etc.) Method
• Only include instruments which are in the money (i.e. the
instruments which are profitable for the holder to convert)
• For options, use the Treasury Stock Method
– Assumes any proceeds from the conversion of the options are
used to repurchase shares in the market

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Target Ownership: Treasury Stock Method Example

• Example:
Total outstanding shares: 1000 Strike Price: 5
Number of options: 100 Market Price / Offer Price: 12

Cash from options 100*5 = 500

Shares 500/12 = 42
Net new shares 100-42 = 58
No of Options * Market Price  Strike Price
Shortcut formula for New Shares 
Market Price

Market Price of the Acquirer

Treat Restricted Stock Units and Stock Grants like options with zero Strike Price(X)
For Target, use the Acquisition Price not the Market Price

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Target Ownership

New Shares Issued

Target Ownership 
New Shares Issued  DilutedShares ofAcquirer

Market Price of
Basic Shares Strike Price the Acquirer
No of Options
Outstanding Of Options
Outstanding

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Financing The Deal

• Using the Acquirer’s Existing Cash

– Excess cash is typically a low-yielding asset, and making an acquisition is potential way to increase the
Acquirer’s return on capital employed
– Your analysis needs to consider the lost interest income or cash
• Issuing Debt
– New debt increases leverage and interest expenses decreases net income
– Structure: Senior vs junior; Cash vs PIK; Covenants
– Tax considerations
• Issuing Shares
– Dilutes existing shareholders
– In certain countries, existing shareholders have pre-emptive rights. Do you need to structure a Rights Issue?

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 After-tax Merger Cost

Merger Cost

Amortization of Incremental After-Tax

Capitalized Financing Fee Interest Expense

Incremental Pre-Tax Marginal Tax

Financing Fee Life of Debt
Interest Expense Rate (MTR)
Marginal
Tax Rate

Current Pretax Loss of

Pretax Interest
Interest Expense Interest Income
Expense on New Debt
on Retired Debt

New Debt Cost Existing Target Current Pre-Tax Target + Acquirer’s

Required Of Debt Debt Retired Interest Rate Cash Used
Cost
of Cash

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Goodwill Calculation

Fair Value of
Purchase Net Assets
Price Acquired

GOODWILL

EQUITY
PURCHASE
PRICE New Intangibles
Net of Equity Purchase Price
the
related
Book Value of Equity
PP&E Deferred
Step-up
Tax
Liabilities
Advisory
Fees Book Value of
Equity Bought

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Deal Assumptions

• Make a list of all the deal- related assumptions

• Financing Mix split only relates to the Equity purchased (the advisory fees are always financed with
cash)
• The net assets of the target need to be adjusted to their fair value at the time of the deal.
• In our example, we have:
– Identifiable intangible assets, which are going to be amortized
– Revaluation of PP&E, which is going to be depreciated

• Interest on Acquisition Debt pre- tax: make a preliminary assumption. You will adjust it once you
know the leverage of the combo post- deal
• Interest on Acquirer’s Cash pre- tax: if the acquirer uses an existing cash balance to finance the deal,
it will lose some interests income. Estimate cash interest rate on cash based on the information you
have on the acquirer.
• Yearly synergies pre- tax: This is a preliminary assumptions on the cost synergies generated by the
deal, based on your views and/or what has been publicly announced

Use the acquirer’s marginal tax rate to calculate the interest rates post-tax

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Deal Assumptions

• Most deals generate some Cost and/or Revenue synergies

– In our examples we assume SG&A synergies
• Use the synergies announced and/or your views on the deal
• Sanity-check:
– Synergies as % of total SG&A:
• what is the % reduction in costs?
– Synergies as a % of Sales
• what is the increase in profit margins?
• Benchmark your assumptions against information from previous deals

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Combo EPS Calculation

• Investors (current and Potential) are interested in the impact of the deal on the earnings of the Acquirer
• They will calculate the projected EPS for the Combo and will compare it with the projected EPS of the
acquirer stand-alone
• Several factors impact on the Combo EPS
– Acquirer Net Income
– Target Net Income
– Interest Expense on Acquisition Debt (post-tax)
– Lost interest on Acquirer’s Cash as part of funding (post-tax)
– Synergies(post- tax)
– Extra depreciation and amortization (post-tax)
– Number of new shares issued
• Investors usually calculate a Cash EPS, ignoring the impact of non-cash changes , such as the extra
depreciation and amortization generated by fair value adjustments

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 Combo Full Model: Pro-Forma EPS

Combo Full Model

Pro-forma EPS Pre-Tax Pro-forma EV/EBITDA

P/E to maintain
EPS Accretion/Dilution Synergies to EBITDA to Maintain
Share Price
EPS Breakeven Share Price

Pro-forma WASO  Acquirer's Diluted Shares  New Shares Issued

Net Income

NI Acquirer  NITarget  After Tax Synergy  Cost

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Relative P/Es

• We can run a back-of-the-envelope EPS accretion/dilution analysis using a relative P/Es comparison.
• We do not even need to calculate the Combo EPS!!
• We need:

Acquirer Share Price

Acquirer P/E 
Acquirer Diluted EPS Forecast

Offer Price
Acquisition P/E 
Target Diluted EPS Forecast

1
Cash P/E 
Post - Tax Cost of Debt

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Relative P/Es – Stock Deals

• In an All-Stock deal
– Acquirer finances deal by issuing new shares
– The new shares are the currency used to purchase Target’s earnings
• If Acquirer P/E > Target P/E , deal is likely to be ACCRETIVE
– Target earnings are cheaper than Acquirer earnings
– Financing cost is lower than the expected return
• If Acquirer P/E > Target P/E , deal is likely to be DILUTIVE
– Acquirer earnings are cheaper than Target earnings
– Financing cost is higher than the expected return

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Contribution Analysis

• Analyzes each party’s contribution to Combo financials

– Sales
– EBITDA
– Net Income
• The relative contribution to earnings is important when negotiating the deal
• The relative growth rates are an important factor
• In all-stock deals, the relative ownership post deal is benchmarked against the relative contribution to earnings
• In all-stock deals, the relative ownership post deal is benchmarked against the relative contribution to earnings
• The Net Income contribution is usually less significant, as it is dependent on the pre-deal capital structures

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Analyzing the deal

• A Merger analysis allows you to assess:

• Offer Price Range
– Depending on the maximum premium that can be paid
– What is the maximum premium that the Acquirer can offer before the deal becomes dilutive?
– What synergies do you need to avoid dilution? Does the amount look realistically achievable?

• Financing Mix ( Stock vs Debt)

– Stock: What is the maximum amount of shares that the Acquirer can issue, while still retaining control of the
Combo?
– Debt: The debt capacity is capped by a maximum leverage level. Interest coverage should also be
considered.

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 Thank You

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