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McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Key Concepts and Skills
Be able to define the various terms associated with
M&A activity
Understand the various reasons for mergers and
whether or not those reasons are in the best interest
of shareholders
Understand the various methods for paying for an
acquisition
Understand the various defensive tactics that are
available
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Chapter Outline
19.1 The Legal Forms of Acquisitions
19.2 Taxes and Acquisitions
19.3 Accounting for Acquisitions
19.4 Gains from Acquisition
19.5 Some Financial Side Effects of Acquisitions
19.6 The Cost of an Acquisition
19.7 Defensive Tactics
19.8 Some Evidence on Acquisitions: Does M&A Pay?
19.9 Divestitures and Restructurings
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.1 The Legal Forms of Acquisitions
There are three basic legal procedures that
one firm can use to acquire another firm:
Merger or Consolidation
Acquisition of Stock
Acquisition of Assets
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Merger versus Consolidation
Merger
One firm is acquired by another
Acquiring firm retains name and acquired firm ceases
to exist
Advantage – legally simple
Disadvantage – must be approved by stockholders of
both firms
Consolidation
Entirely new firm is created from combination of
existing firms
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Acquisitions
A firm can be acquired by another firm or individual(s)
purchasing voting shares of the firm’s stock
Tender offer – public offer to buy shares
Stock acquisition
No stockholder vote required
Can deal directly with stockholders, even if management is unfriendly
May be delayed if some target shareholders hold out for more money –
complete absorption requires a merger
Classifications
Horizontal – both firms are in the same industry
Vertical – firms are in different stages of the production process
Conglomerate – firms are unrelated
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Varieties of Takeovers
Merger
Going Private
(LBO)
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19.2 Taxes and Acquisitions
If it is a taxable acquisition, selling
shareholders need to figure their cost basis
and pay taxes on any capital gains.
If it is not a taxable event, shareholders are
deemed to have exchanged their old shares
for new ones of equivalent value.
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.3 Accounting for Acquisitions
The Purchase Method
The source of much “goodwill”
Pooling of Interests
Pooling of interest is generally used when the
acquiring firm issues voting stock in exchange for at
least 90 percent of the outstanding voting stock of the
acquired firm.
Purchase accounting is generally used under
other financing arrangements.
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.4 Gains from Acquisition
Most acquisitions fail to create value for the
acquirer.
The main reason why they do not lies in failures to
integrate two companies after a merger.
Intellectual capital often walks out the door when
acquisitions aren't handled carefully.
Traditionally, acquisitions deliver value when they allow
for scale economies or market power, better products and
services in the market, or learning from the new firms.
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Synergy
Suppose firm A is contemplating acquiring firm B.
The synergy from the acquisition is
Synergy = VAB – (VA + VB)
The synergy of an acquisition can be determined
from the standard discounted cash flow model:
T
CFt
Synergy = (1 + r)t
t=1
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Sources of Synergy
Revenue Enhancement
Cost Reduction
Replacement of ineffective managers
Economies of scale or scope
Tax Gains
Net operating losses
Unused debt capacity
Incremental new investment required in
working capital and fixed assets
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Calculating Value
Avoiding Mistakes
Do not ignore market values
Estimate only Incremental cash flows
Use the correct discount rate
Don’t forget transactions costs
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.5 Some Financial Side Effects
Earnings Growth
If there are no synergies or other benefits to the
merger, then the growth in EPS is just an artifact of a
larger firm and is not true growth (i.e., an accounting
illusion).
Diversification
Shareholders who wish to diversify can accomplish
this at much lower cost with one phone call to their
broker than can management with a takeover.
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.6 The Cost of an Acquisition
Typically, a firm would use NPV analysis
when making acquisitions.
The analysis is straightforward with a cash
offer, but gets complicated when the
consideration is stock.
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Cash Acquisition
The NPV of a cash acquisition is:
NPV = (VB + ΔV) – cash cost = VB* – cash cost
Value of the combined firm is:
VAB = VA + (VB* – cash cost)
Often, the entire NPV goes to the target firm.
Remember that a zero-NPV investment may
also be desirable.
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Stock Acquisition
Value of combined firm
VAB = VA + VB + V
Cost of acquisition
Depends on the number of shares given to the target
stockholders
Depends on the price of the combined firm’s stock after the
merger
Considerations when choosing between cash and stock
Sharing gains – target stockholders don’t participate in stock
price appreciation with a cash acquisition
Taxes – cash acquisitions are generally taxable
Control – cash acquisitions do not dilute control
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.7 Defensive Tactics
Corporate charter
Establishes conditions that allow for a takeover
Supermajority voting requirement
Leveraged buyouts
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More (Colorful) Terms
Golden parachute
Poison put
Crown jewel
White knight
Lockup
Shark repellent
Bear hug
Fair price provision
Dual class capitalization
Countertender offer
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.8 Evidence on Acquisitions
Shareholders of target companies tend to earn excess
returns in a merger:
Shareholders of target companies gain more in a tender
offer than in a straight merger.
Target firm managers have a tendency to oppose mergers,
thus driving up the tender price.
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Evidence on Acquisitions
Shareholders of bidding firms earn a small excess
return in a tender offer, but none in a straight
merger:
Anticipated gains from mergers may not be achieved.
Bidding firms are generally larger, so it takes a larger
dollar gain to get the same percentage gain.
Management may not be acting in stockholders’ best
interest.
Takeover market may be competitive.
Announcement may not contain new information about
the bidding firm.
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
19.9 Divestitures and Restructurings
Divestiture – company sells a piece of itself to
another company
Equity carve-out – company creates a new company
out of a subsidiary and then sells a minority interest
to the public through an IPO
Spin-off – company creates a new company out of a
subsidiary and distributes the shares of the new
company to the parent company’s stockholders
Split-up – company is split into two or more
companies and shares of all companies are distributed
to the original firm’s shareholders
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.
Quick Quiz
What are the different methods for achieving a takeover?
How do we account for acquisitions?
What are some of the reasons cited for mergers? Which
of these may be in stockholders’ best interest and which
generally are not?
What are some of the defensive tactics that firms use to
thwart takeovers?
How can a firm restructure itself? How do these methods
differ in terms of ownership?
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved.