Professional Documents
Culture Documents
An advantage of MIRR compared to IRR is that MIRR assumes the reinvestment rate is the
company’s cost of capital. IRR assumes that the reinvestment rate is the IRR itself, which is
usually untrue
A disadvantage of MIRR is that it may lead an investor to reject a project which has a lower rate
of return but because of its size generates a larger increase in wealth. In the same way, a high-
return project with a short life may be preferred over a lower-return project with a longer life
Strategic aims and objectives of the acquirer For example, a company might be seeking to grow the
business by expanding its product range or move into
new geographical markets. Acquiring a suitable
business would enable a company to expand its
product range or move into new geographic market
Diversification The target operates in a line of business which is
different from the acquiring firm’s business in order
to diversify its operations
Opportunity and availability An opportunity to acquire a particular company might
arise, and the acquiring company might decide to
take the opportunity whilst it is available
Access to key technology Acquirer may decide to acquire a target company
which has access to better technology
Tax savings The target company may have excess carried forward
tax losses and the acquirer may be interested in
acquiring such company in order to enjoy the tax
savings by reduction in tax liability due to tax losses.
Revenue synergy
They are increases in total sales revenue following a merger or acquisition, by increasing total
combined market share.
It may arise in circumstances where the enlarged company is able to promote its brand more
effectively or when the company is able to bid for large contracts, such as to supply goods to
government, which the two smaller companies were previously unable to do so due to their
small size.
Cost synergy
Financial synergy
Cash
Target company shareholders certainty about the bid’s value, unlike the shares offer in which
their bid value depends upon what the market value of share prices will be.
It helps acquirer to maintain full control in the new company, since Target Company shareholders
will not be part of the new company in terms of share ownership.
Share exchange
GOLDEN PARACHUTE
A large payment or other financial compensation guaranteed to a company executive if they should be
dismissed as a result of a merger or takeover.
POISON PILL
An attempt to make company unattractive for the bidding company, normally by giving right to existing
shareholders to buy shares at a very low price.
WHITE KNIGHTS
Inviting a company making an acceptable counter-offer for a company facing a hostile takeover bid.
CROWN JEWELS
The crown jewel defense is a strategy in which the target company sells off its most attractive assets to a
friendly third party or spin off the valuable assets in a separate entity. Consequently, the unfriendly
bidder is less attracted to the company assets.
PACMAN DEFENCE
It is an aggressive strategy. The company threatened with a hostile takeover “turns the tables” by
attempting to acquire its would-be buyer.
The target company seeks government intervention. In order for this strategy to be effective, it would
have to prove that the takeover was against the public interest.
Explanations for the high failure rate of acquisitions in enhancing shareholder value
Factors to consider when determining which sources of finance are chosen to finance a possible cash bid
AVAILABILITY
Although there are various sources of finance such as rights issue, bank loan, mezzanine finance
or convertible loan notes there is no guarantee that they will necessarily be available.
The success of rights issue will depend on the willingness and ability of the director-shareholders
to subscribe.
Obtaining bank loan or mezzanine finance may be difficult if a company is highly geared.
Convertible debt issue may depend on the terms and how possible subscribers view the future
prospects of the company.
COST
DIRECTORS PREFERENCE
The choice will also be determined by board’s attitude to gearing, the board may feel that it has
reached, or exceeded, the gearing level which it would regard as desirable. If this is the case, the
board would have to use equity finance.
CONTROL
Implications of the different sources of finance for control of the company may also be
considered.
An issue of shares arising from the convertible debt would change the balance of shareholdings,
so the directors would have to decide how significant this would be.
Mezzanine finance may also offer conversion rights, but possibly under certain circumstances.
Bank loan will have no impact on share capital, but the bank may impose certain restrictions,
including restriction on the sale of assets, limitations of dividends, or requiring accounting
figures, liquidity and solvency ratios, not to go beyond certain levels.
Squeeze-out rights
This condition allows the bidder to force minority shareholders to sell their stake, at a fair price,
once the bidder has acquired a specified percentage of the target company’s equity.
The percentage varies from country to country.
The main purpose of this condition is to enable the acquirer to gain 100% stake of the target
company and prevent problems arising from minority shareholders at a later date.
It allows remaining shareholders to exit the company at a fair price once the bidder has
accumulated a certain number of shares.
The number of shares accumulated before the rule applies varies between countries.
The bidder must offer the shares at the highest share price, as a minimum, which had been paid
by the bidder previously.
The main purpose for this condition is to ensure that the acquirer does not exploit their position
of power at the expense of minority shareholders.
Involves the acquisition of companies, or disposals of assets, business units and/or subsidiary companies
through divestment, demergers, spin-offs, MBOs and MBIs.
ORGANISATIONAL RESTRUCTURING
Involves changing the way a company is organized. This may involve changing the structure of divisions
in a business, business processes and other changes such as corporate governance.
The aim of either type of restructuring is to increase the performance and value of the business.
Private company buys enough shares in a public company to control the public company.
The private company’s shareholders then exchange its shares in the private company for shares
in the public company.
POTENTIAL BENEFITS:
Route to obtain a stock market listing much quickly and at comparatively lower cost in
comparison to IPO.
Company obtains benefits of the public trading of its securities including: easier access to capital
markets, higher company valuation and enhanced ability to carry out further takeovers.
POTENTIAL DRAWACKS:
Lack of expertise to understand and deal with all the regulations and procedures that listed
companies must comply with.
There is a risk that the listed company being used to facilitate reverse takeover may have some
liabilities and problems that are revealed after the transaction. This risk is comparatively lower in
IPO, which involves a higher level of scrutiny in comparison to reverse takeover.
Competitive advantages a company may gain over its competitors for investing in overseas projects
Market Expansion: Opens up new markets and cultivates demand in previously untapped
locations.
Customer Insight: Operating in foreign markets provides a deeper understanding of customer
needs compared to just exporting products.
Raw Material Access: Easier and cost-effective access to necessary raw materials.
Labor and Expertise: Access to cheaper labor and specialized expertise, potentially reducing
costs and enhancing competitiveness.
Proximity Benefits: Being closer to markets, resources, and labor helps cut costs, like reducing
transportation expenses by manufacturing close to sales markets.
Risk Mitigation: Matching costs and revenues internationally can naturally hedge risks, like long-
term currency fluctuations, minimizing economic risks.
Simple market price provides an objective measure over which the divisions should agree.
The buying division may prefer buying from selling division rather than an external supplier
because of better service from, and greater dependability of, dealing within the group.
The market price may be difficult to determine or may fluctuate wildly making it difficult to
establish a market price system of transfer pricing.
Internal sales could distort performance by appearing lower in cost compared to external sales,
neglecting shared expenses like administration costs and bad debt. These costs should be shared
between the two divisions to give a fair picture.
If the selling division has spare capacity, selling at incremental cost rather than market price may
provide greater certainty that the buying division will use the selling division.
Criteria that a credit rating agency considers when assessing a company’s credit rating
Criteria Considerations
Country - Credit rating cannot exceed the credit rating of the country in which it
operates or originates
- Rating depends on relative standing among local companies
Industry - Strength of the industry within the country
- Company's position compared to competitors within the industry
Management - Overall management assessment and succession planning
Evaluation - Track record in delivering financial results
Financial - Assessment of financial position (gearing, working capital management)
- Company’s relationship with its bankers and debt covenants
Impact of the fall in credit rating on a company’s ability to raise financial capital and on its shareholders’
return
Banks may be less willing to provide loans and investors less willing to subscribe for bonds.
Even if debt finance is available, it may come with covenants restricting further debt or gearing
levels.
Debt holders will demand higher coupon rate on debt.
Additional debt may have other restrictive covenants, restricting company to buy or sell assets.
It may also result in a company’s cost of equity and cost of debt rising. In turn company’s
weighted average cost of capital will rise as well.
Mezzanine facility
Most risky type of debt from the lender’s point of view.
Low in the priority list of repayment in the event of liquidation.
High interest rate is paid for this high risk.
Lender typically has a warrant (legal right in writing) enabling him or her to convert the security
into equity at a predetermined price per share if the loan is not paid on time or in full.
Advantages and drawbacks of exchange traded option contracts compared with over-the-counter
options
Advantages
Readily available on the financial markets, their price and contract details are transparent, and
there is no need to negotiate these.
Greater transparency and tight regulations can make exchange traded options less risky.
Transaction costs can be lower.
The option buyer can sell (close) the options before expiry.
American style options can be exercised any time before expiry and most traded options are
American style options, whereas over-the-counter options tend to be European style options.
Disadvantages
The maturity date and contract sizes for exchange traded options are fixed, whereas over-the-
counter options can be tailored to the needs of parties buying and selling the options.
Exchange traded options tend to be of shorter terms, so if longer term options are needed, then
they would probably need to be over-the-counter.
A wide range of products (for example, a greater choice of currencies) is normally available in
over-the-counter options markets.
It allows the two counterparties to swap interest rate commitments on borrowings in different
currencies.
Advantages
Ideal for companies investing abroad, because it involves payment of interest in the currency in
which company will receive income abroad.
Company will be able to obtain swap for the amount it requires and may be able to reverse the
swap by exchanging with the other counterparty. Other methods of hedging risk may be less
certain.
Swaps may cost less than options, etc.
Disadvantages
The counterparty may default. Although the risk of default can be reduced by obtaining a bank
guarantee for the counterparty.
They are better able to match and judge the funding required with the need for asset purchases
for investment purposes on a local level.
They may be able to respond quicker when opportunities arise and so could be more effective
and efficient.
Decentralized treasury departments may make the subsidiary companies’ senior management
and directors, more empowered and have greater autonomy. This in turn may increase their
level of motivation, as they are more in control of their own future, resulting in better decisions
being made.
FORWARD CONTRACTS OVER THE COUNTER OPTIONS
No payment of premium upfront Involves payment of premium
Gives a certain receipt/payment value for the Receipt/payment depends upon whether option
purpose of budgeting will be exercised or not
Contract has to be fulfilled, even if the transaction It can be allowed to lapse
which led to the forward contract being purchased
is cancelled
Does not allow the holder to take advantage of It need not be exercised if the exchange rate
favorable exchange rate movements moves in the holder’s favor
ADVANTAGES
DISADVANTAGES
Subject to counterparty risk, the risk that the other party to the arrangement may default on the
arrangement. If it is arranged through a bank, the bank can provide a guarantee that the swap
will be honored.
If a company swaps into a fixed rate commitment, it cannot then change to commitment. This
means it cannot take advantage of favorable interest rate changes as it could if it used options.
As swaps are over-the-counter instruments, they cannot be easily traded or allowed to lapse if
they are not needed or become no longer advantageous. It is possible that a bank may allow a
reswapping arrangement to reverse a swap which is not required, but this will incur further
costs.
Experienced
Experienced staff is needed to establish overall guidelines and policies for treasury activities.
They will also have greater knowledge of law, accounting standards, and tax regulations which
can help the business avoid penalties and perhaps structure its dealings so that it can, for
example, minimize the level of tax paid.
If a company is planning a major acquisition, the treasury function can provide advice on the
structure of consideration and financing implications.
Senior staffs are also needed to manage the work of less experienced staff to prevent or mitigate
the effect of mistakes which may be costly.
Inexperienced
May be able to arrange borrowing if the lender has already been chosen or, for example, arrange
forward rate agreements to be used if they are prescribed.
May lead to sub-optimal decision making if judgement is required.
Poor decisions may result in opportunity costs, for example, not using the lender who gives the
best deal or being committed to a fixed forward rate agreement when an option would have
allowed the business to take advantage of favorable rate movements.
Murabaha
Ijara
Leasing.
The bank makes available to the customer the use of assets for a fixed period and price.
The bank remains the owner of the asset and incurs the risk of ownership.
This means that the bank is responsible for the major maintenance of the asset.
Customer pays lease rentals.
Ownership is transferred to the customer at the end of the term either by way of a gift deed or
selling the asset for nominal amount.
Mudaraba
Equity finance.
There are two parties in Mudaraba, the provider of capital is called Rab-ul-mal while the
management and work is responsibility of the other who is called mudarib.
Profits are shared according to a pre-agreed contract whereas the losses are solely attributable
to the provider of capital.
Rab-ul-mal is not involved in management and execution of decisions.
Musharaka
Venture capital.
Both the parties contribute capital to the business and participate in managing the business.
Profits are shared according to a pre-agreed contract whereas losses are shared according to
capital contribution ratio.
Organization = mudareb. Finance provide = Rab-ul-maal.
Under diminishing Musharaka, mudareb keeps paying greater amount to rub ul maal so that he
eventually becomes the owner of the venture capital.
Sukuk
Salam
Forward contract.
Prohibited for certain assets.
Commodity is sold today for future delivery.
Cash is received immediately (today) from the financial institution.
Delivery arrangements such as quantity, quality and time of delivery are decided immediately.
The sale is generally at a discount so that financial institution can earn profit.
The financial institution may sell the contract to another buyer for profit.
Salam arrangements are prohibited for gold, silver and other money-type assets.
Istisna
Phased payments.
These are used for long term construction projects.
Subject matter is raw material which has the characteristics of being transformed.
The bank finances the project with the client paying an initial deposit, followed by installments
during the course of construction.
At the completion of the project, the asset is delivered to the client.
Behavioral factors:
INVESTORS
Maximization of utility
Preferences for companies that investors consider are acting with social responsibility.
Avoid “sin stocks”.
Some investors hold on to shares with prices that have fallen over time and are unlikely to
recover. They may do this because it will cause them psychological hurt to admit, that their
decision to invest was wrong. This is known as cognitive dissonance.
Anchoring, Investors may use information that is not relevant but is readily available, possibly to
simplify the decision-making process. For example, investors may buy shares that in the past
have had high values, on the grounds that these represent their true potential values, even
though rational analysis suggests that the prices of these shares will remain low in the future.
Gambler’s fallacy, selling shares on the ground that the shares have gained in value for “long
enough” and their price must therefore soon start to fall, even if the rational analysis suggests
that the rise in price will continue.
Herd behavior, Investors buy or sell shares in a company or sector because many other investors
have already done so.
Confirmation bias, paying attention to evidence that confirms investors’ current belief about
their investments and ignoring evidence that casts doubt on their beliefs.
FINANCIAL MANAGERS
Maximization of utility
Loss aversion bias, acquiring managers are unwilling to let someone else have what they have
been trying to acquire. Studies have looked at contested takeovers, where different companies
bidding against each other have forced the acquisition price up to a level that was significantly
greater than reasonable.
Managers may pay more for a target company than rational, having an unrealistic opinion as to
their skills.
Just as previously explained in respect of investors, there may be confirmation bias, paying
attention to information that suggests that an acquisition will enhance value and ignoring
evidence that indicates that the target will not be a good buy.
They are off-exchange facilities that allow trading of large blocks of shares between anonymous
parties.
It can skip market forces and get a price that is better suited to both buyer and seller.
The trade is only announced once it is completed.
They prevent signals reaching the market in order to minimize large fluctuations in the share
price. This is done because when significant volume of shares is involved in trading, even a small
change in share price can translate into a lot of money.
Dark pools and their lack of transparency defeat the purpose of fair and regulated markets with
large numbers of participants and threaten the healthy and transparent development of these
markets.
International Monetary Fund
Summary of Greeks
Net present value method of investment appraisal assumes that a decision must be made
immediately or not at all, and once made, it cannot be changed.
Real options, on the other hand, recognize that many investment appraisal decisions have some
flexibility:
For example, decisions may not have to be made immediately and can be delayed to assess the
impact of any uncertainties or risks attached to the projects.
Alternatively, once a decision on a project has been made, to change it, if circumstances
surrounding the project change.
To recognize the potential future opportunities, if the initial project is undertaken.
Real options help estimate the value of this flexibility or choice and recognizes the fact that the
additional value created from this flexibility can be attributed to the project.
By incorporating the value of any real options available into an investment appraisal decision, a
company will be able to assess the full value of a project.
Assumes real options are European style. Most options in reality would be American style.
Option to exercise early maybe more valuable, so BSOP will undervalue option.
Assumes accurate volatility, however unlike financial assets, historical data is not available for
real options for large, one-off projects. Volatility will need to be estimated using simulations
which may not be as accurate.
Assumes that the underlying project or asset is traded within a perfect market. Further it
assumes that a market exists to trade the underlying project or asset without restrictions
Assumes that interest rates and the asset volatility remain constant until the expiry time ends.
Further, it assumes that the time to expiry can be estimated accurately
Assumes that the project and the asset’s cash flows follow a lognormal distribution, similar to
equity markets
Does not take account of behavioral anomalies which may be displayed by managers when
making decisions
Assumes that future commitments made between parties, which are then used in constructing
the option, will be binding and will be fulfilled
Value of bond
Coupon Rate: 5%
Required Rate: 4%
Repayment: 4 years
Value = 103.62
If required rate is 6%
Value = 96.53
There is an inverse relationship between the yield of a bond and its price or value. Higher the rate of
return (Yield), lower the price of the bond.
TECHNICAL ARTICLES
BEHAVIORAL FINANCE
Investors:
Maximization of Utility
Despite the availability of information, behavioral biases like confirmation bias and risk attitudes
may affect how investors analyze and interpret data, influencing their investment choices.
Managers:
Maximization of Utility
While companies aim to maximize shareholder wealth, behavioral finance suggests that
managers may have different, possibly irrational, objectives, such as short-term rewards or
personal reputation enhancement.
Managerial decisions, especially in mergers and acquisitions, may not always be based on
rational assessments. Factors like loss aversion bias and overestimation of managerial abilities
can impact decision-making.
Rational, Objective, and Risk-Neutral Analysis
Managers may exhibit subjective analysis, confirmation bias, and reliance on flawed information
when evaluating potential strategies or acquisitions.
Critics say despite individual irrationalities, participation in financial markets can discipline
decision-makers. Short-term anomalies resulting from irrational decisions may not negate long-
term general theories, such as the efficient market hypothesis (that stocks trade at their actual
values)
RISK MANAGEMENT
While large companies may not benefit significantly from risk management due to diverse equity
holdings, smaller companies with concentrated equity holdings can enhance value by reducing
risks.
can offer opportunities to reduce cash flow volatility, leading to potential cost savings
can help corporations save taxes by stabilizing earnings, particularly in situations with
progressive tax functions or multinational operations.
Can reduce the likelihood of financial distress, minimizing direct and indirect costs associated
with stakeholders, thus enhancing the ability to contract at lower costs.
Aids in maintaining an optimal mix of debt and equity, reducing agency costs related to external
debt, and ensuring more favorable terms for external funding.
Can enable corporations to plan internal funding accurately, minimizing the impact of
information asymmetry in external funding.
Manager Behavior
Those with concentrated equity positions may seek to reduce unsystematic risk
Those with equity options might prefer riskier projects to maximize future profits, potentially
conflicting with the corporation's best interests.
RULES