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Current price of Van Buren stock (P0) = $2.00 / (0.1040 – 0.05) = $37.04
In terms of merger bid pricing, Harrison Corporation would have to pay at least what
the Van Buren shares are currently worth ($37.04), and Van Buren shareholders
would expect to receive some form of premium on top of the current price to
encourage them to sell their shares in the acquisition. Harrison Corporation would not
want to pay a higher price per share that what they think that Van Buren is worth to
them ($43.48), as they would destroy value (effectively undertake a negative-NPV
investment) if this was the case. Thus, the potential offer price range in an acquisition
bid would be between $37.04 and $43.38, and as close as possible to the current price
of $37.04 from the perspective of Harrison Corporation.
Problem 21-4 (Merger analysis)
Apilado Appliance Corporation is considering a merger with the Vaccaro
Vacuum Company. Vaccaro is a publicly traded company, and its current beta is
1.30. Vaccaro has been barely profitable, so it has paid an average of only 20%
in taxes during the last several years. In addition, it uses little debt, having a debt
ratio of just 25%. If the acquisition were made, Apilado would operate Vaccaro
as a separate, wholly-owned subsidiary. Apilado would pay taxes on a
consolidated basis, and the tax rate would therefore increase to 35%. Apilado
also would increase the debt capitalization in the Vaccaro subsidiary to 40% of
assets, which would increase its beta to 1.47. Apilado’s acquisition department
estimates that Vaccaro, if acquired, would produce the following net cash flows
to Apilado’s shareholders (in millions of dollars):
These cash flows include all acquisition effects. Apilado’s cost of equity is 14%,
its beta is 1.00, and its cost of debt is 10%. The risk-free rate is 8%.
a. What discount rate should be used to discount the estimated cash flows?
(Hint: Use Apilado’s rs to determine the market risk premium.)
The appropriate discount rate to apply should reflect the riskiness of the cash flows to
equity investors. Thus, it is Vaccaro’s cost of equity, adjusted for leverage effects.
Since Apilado’s beta coefficient = 1.00, this implies that the market risk premium
(RPM) must = 6%. If the risk-free rate of return = 8%, then the market portfolio return
(RM) = 14%.
This can be used to determine the cost of equity to apply to the cash flows of Vaccaro
Vacuum Company:
rs = 0.08 + (0.06)(1.47) = 0.1682 (16.82%)
CF1 = $1.30
CF2 = $1.50
CF3 = $1.75
CF4 = $2.00
CF5 = $2.00(1.06) = $2.12
Value of cash flows at the beginning of year 5, or end of year 4 (V 4) = $2.12 / (0.1682
– 0.06) = $19.59
Present value of Vaccaro cash flows (V 0) = $1.30/1.1682 + $1.50/(1.1682)2 +
$1.75/(1.1682)3 + $2.00/(1.1682)4 + $19.59/(1.1682)4 = $14.902 million
c. Vaccaro has 1.2 million common shares outstanding. What is the maximum
price per share that Apilado should offer for Vaccaro? If the tender offer is
accepted at this price, what will happen to Apilado’s stock price?
If the tender offer was accepted at this price then Apilado is paying exactly what
Vaccaro is worth to them, and the acquisition would have a zero net present value. As
such, Apilado’s share price should remain at its current price, as no value is being
gained from the acquisition.