chapter 21 fundamentals of corporate finance fifth edition slides by matthew will mcgraw-hill/irwin...
TRANSCRIPT
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Chapter 21Fundamentals of
Corporate
Finance
Fifth Edition
Slides by
Matthew Will
McGraw-Hill/Irwin Copyright © 2007 by The McGraw-Hill Companies, Inc. All rights reserved
Mergers, Acquisitions, and Corporate Control
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21- 2
Topics Covered
The Market for Corporate ControlSensible Motives for MergersDubious Reasons for MergersEvaluating MergersMerger TacticsLeveraged Buy-OutsThe Benefits and Costs of Mergers
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The Merger Market
Proxy battle for control of the board of directorsFirm purchased by another firmLeveraged buyout by a group of investorsDivestiture of all or part of the firm’s business
units
Methods to Change Management
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Recent Mergers
Acquiring Company Selling CompanyPayment
($ billions)
JP Morgan Chase Bank One Corp 58.8Proctor & Gamble Gillette Co. 57.0Bank of America Corp. FleetBoston Financial Grp 49.3Cingular Wireless AT&T Wireless 41.0Sprint Corp. Nextel Communications 35.2Johnson & Johnson Guidant Corp. 25.4ChevronTexaco Unocal Corp. 16.4Anthem Inc. WellPoint Health Networks 16.4SBC Corp. AT&T Corp. 16.0Verizon MCI 8.5
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21- 5
The Merger Market
Tools Used To Acquire Companies
Proxy Contest
Acquisition
Leveraged Buy-Out
Management Buy-Out
Merger
Tender Offer
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Sensible Reasons for Mergers
Economies of Scale
A larger firm may be able to reduce its per unit cost by using excess capacity or spreading fixed costs across more units.
$ $$Reduces costsReduces costs
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Sensible Reasons for Mergers
Economies of Vertical IntegrationControl over suppliers “may” reduce costs.Over integration can cause the opposite effect.
Pre-integration (less efficient)
Company
S
S
S
S
S
S
S
Post-integration (more efficient)
Company
S
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Sensible Reasons for Mergers
Combining Complementary ResourcesMerging may results in each firm filling in the “missing pieces” of their firm with pieces from the other firm.
Firm A
Firm B
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Sensible Reasons for Mergers
Mergers as a Use for Surplus Funds
If your firm is in a mature industry with few, if any, positive NPV projects available, acquisition may be the best use of your funds.
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Dubious Reasons for Mergers
DiversificationInvestors should not pay a premium for
diversification since they can do it themselves.
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Dubious Reasons for Mergers
The Bootstrap Game
Acquiring Firm has high P/E ratio
Selling firm has low P/E ratio (due to low number of shares)
After merger, acquiring firm has short term EPS rise
Long term, acquirer will have slower than normal EPS growth due to share dilution.
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Dubious Reasons for Mergers
The Bootstrap Game
World Enterprises (before merger) Muck and Slurry
World Enterprises (after buying Muck
and Slurry)
EPS $2.00 $2.00 $2.67Price per share $40.00 $20.00 $40.00P/E Ratio 20 10 15Number of shares 100,000 100,000 150,000 Total earnings $200,000 $200,000 $400,000Total market value $4,000,000 $2,000,000 $6,000,000
Current earnings per dollar invested in stock $0.05 $0.10 $0.067
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Evaluating Mergers
QuestionsIs there an overall economic gain to the
merger?Do the terms of the merger make the company
and its shareholders better off?
????PV(AB) > PV(A) + PV(B)
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Evaluating Mergers
Economic Gain
Economic Gain = PV(increased earnings)
= New cash flows from synergies
discount rate
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Evaluating Mergers
Example - Given a 20% cost of funds, what is the economic gain, if any, of the merger listed below?
Cislunar Foods Targetco Combined Company
Revenues 150 20 172 (+2)
Operating Costs 118 16 132 (-2)
Earnings 32 4 40 (+4)
Economic Gain =4
.20= $20
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Evaluating Mergers
Estimated net gain
Estimated net gain = DCF valuation of target including synergies
- cash required for acquisition
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Merger Tactics
White Knight - Friendly potential acquirer sought by a target company threatened by an unwelcome suitor.
Shark Repellent - Amendments to a company charter made to forestall takeover attempts.
Poison Pill - Measure taken by a target firm to avoid acquisition; for example, the right for existing shareholders to buy additional shares at an attractive price if a bidder acquires a large holding.
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Leveraged Buy-Outs
Unique Features of LBOs
Large portion of buy-out financed by debt
Shares of the LBO no longer trade on the open market
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Leveraged Buy-Outs
Junk bond marketLeverage and taxesOther stakeholdersLeverage and incentivesFree cash flow
Potential Sources of Value in LBOs
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Web Resources
www.cfonews.com
cnn.com
www.mergerstat.com
http://biz.yahoo.com/me
www.mareport.com
www.corporateaffiliations.com
Click to access web sitesClick to access web sites
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