FINC6017_Merger and Acquisition_2009 Semester 1_Week 8_Workshop Questions

merger and acquisition新

The typical experience:1 the change of pattern of competition of industry, become the world's third largest personal computer company;2the headquarters moved to the United States, choose a foreigner to do CEO, implement localization strategy, a good grasp of the operational risk;3take the acquisition brand, and then gradually transition to its own brand development. Forecast: there is fairly well, the future of mixed.
The typical experience: 1acquisition of the Huayuan Group Huarun curve; 2" Huayuan Group financial management confusion, poor internal control", resulting in reorganization.
Cases study
acquition case:Lenovo's acquisition of IBM PC Time: December 8, 2004 acquisition pattern:" she Tunxiang" transnational acquisitions. Associate with a $1250000000acquisition of IBM PC business, including to the IBM to pay $650000000 in cash and $600000000 worth of Lenovo Group common stock (18.5% shares), the IBM PC Department $500000000of assets and liabilities. Associate 5years free use of IBM brand. Lenovo was an annual turnover of 3000000000dollars, and trying to go out, but no improvement. While the IBM PC business sales in 2003 reached12000000000 US dollars, but the tremendous loss, I had no choice but to stripping PC business.

merge and acquisition 操作流程中常用到的英文

merge and acquisition 操作流程中常用到的英文一、并购流程1. Merger and Acquisition Planning：确定并购的目标、目标公司的背景调查、并购的可行性分析、并购后的影响评估等。

2. Due Diligence：对目标公司进行详尽的尽职调查，包括财务、法律、税务、市场、技术等方面的调查。

3. Negotiation：与目标公司进行并购价格的谈判，确定最终的交易价格和交易条款。

4. Contract Signing：签署并购合同，完成交易。

5. Integration Planning：制定并购后的整合计划，包括人力资源、财务、运营、市场等方面的整合策略。

二、常用英文术语1. Merger：合并2. Acquisition：收购3. Target Company：目标公司4. Buyout：全资收购5. Asset Sale：资产出售6. Stock Purchase：股份购买7. Private Placement：私募股权8. Go-Shop：再融资过程9. Term Loan：定期贷款10. Bridge Loan：过桥贷款11. Valuation：估值12. Due Diligence：尽职调查13. Negotiation：谈判14. Contract Signing：合同签订15. Integration Planning：整合计划16. HR Integration：人力资源整合17. Finance Integration：财务整合18. Operations Integration：运营整合19. Market Integration：市场整合20. Post-Merger/Acquisition Review：并购后审查三、并购后的整合与评估并购后的整合与评估是并购流程中至关重要的一环，包括人力资源整合、财务整合、运营整合和市场整合等方面。

MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)

OR
B acquires shares in A from A’s shareholders in exchange for cash. A, as a subsidiary of B, may subsequently transfer its trade and assets to its new parent company, B (transfer of shares).
Econ 906 Corporate Finance
Mergers and Acquisitions 兼并与收购
Readings: GT Chapter 20 Copeland & Weston Chapter 18 BM Chapter 32 RWJ Chapter 30
1
பைடு நூலகம்
Learning outcomes
6
Agency Problems
• Agency problem arises when managers own only a fraction 分数 of the ownership shares of the firm
• Hence, work less vigorously and consume more perquisites 津贴 at the cost of majority owners
Methods of mergers and acquisitions
Acquisitions - B takes over A- B acquires trade and assets from A for cash. A is then liquidated, and the proceeds 所得款项 received by the old shareholders of A (transfer of assets).

Mergers & Acquisitions

Tax Gains
Net operating losses
Unused debt capacity Surplus fund
The cost of capital
6 L8: M&A
Hale Waihona Puke Principal Constituents
• Shareholders: concerned about valuation, control, risk and tax issues • Employees: focus on compensation, termination risk and employee benefits • Regulators: must be persuaded that anti-trust, tax and securities laws are •
•
• • •
adhered to Union leaders: worry about job retention and seniority issues Credit rating agencies: focus on credit quality issues Politicians: they get involved if constituent jobs and tax base are at risk Equity research analysts: focus principally on growth, margins, market share and EPS Debt holders: consider whether debt will be increased, retired, or if there is potential for changing debt values

收购和并购英语作文初中

收购和并购英语作文初中标题，Merger and Acquisition: Driving Forces of Corporate Expansion。

In the contemporary business landscape, merger and acquisition (M&A) activities have become ubiquitous, serving as potent strategies for companies to bolster their market presence, enhance competitiveness, and drive growth. This essay delves into the intricacies of M&A, exploringits underlying motives, potential benefits, and associated challenges.M&A transactions typically occur when two companies agree to combine their operations, either through a merger, where they form a new entity, or through an acquisition, where one company buys another. The motivations behind such endeavors are manifold and often intertwined. Firstly, M&A enables companies to achieve economies of scale by consolidating resources, streamlining operations, and reducing costs. Through synergy, the combined entity canleverage shared capabilities to enhance efficiency and profitability.Furthermore, M&A presents opportunities for market expansion and diversification. By acquiring or merging with complementary businesses, companies can penetrate new markets, access new customer segments, and broaden their product/service offerings. This strategic maneuvering allows firms to mitigate risks associated with overreliance on a single market or product, thereby enhancing resilience in the face of economic volatility.Moreover, M&A serves as a catalyst for innovation and technological advancement. By joining forces with innovative startups or technology-driven enterprises, established companies can harness cutting-edge expertise and R&D capabilities to drive product innovation and stay ahead of industry trends. This proactive approach to innovation is essential for maintaining relevance in fast-evolving markets.Despite the potential benefits, M&A endeavors are notdevoid of challenges. Cultural integration poses a significant hurdle, as differences in organizational culture, management styles, and employee practices can impede the harmonious amalgamation of entities. Effective leadership, clear communication, and sensitivity to cultural nuances are imperative for fostering a cohesive corporate culture post-merger/acquisition.Moreover, financial considerations such as valuation discrepancies, funding constraints, and regulatory hurdles can complicate M&A negotiations and implementation. Ensuring alignment on valuation methodologies, securing adequate financing, and navigating regulatory approvals require meticulous planning and expertise to facilitate smooth transactions.Additionally, M&A activities entail inherent risks, including strategic misalignment, operational disruptions, and post-merger integration challenges. Failure to adequately assess and address these risks can lead to suboptimal outcomes, such as value erosion, loss of key talent, and reputational damage. Therefore, comprehensivedue diligence, rigorous risk assessment, and proactive mitigation strategies are essential for maximizing the success of M&A endeavors.In conclusion, merger and acquisition activities play a pivotal role in shaping the corporate landscape, driving growth, and fostering innovation. While offering compelling opportunities for market expansion, cost synergies, and strategic diversification, M&A transactions also entail complex challenges that demand careful planning, prudent execution, and effective post-merger integration. By navigating these challenges adeptly, companies can unlock value, enhance competitiveness, and position themselves for sustainable success in an ever-evolving business environment.。

Mergers and Acquisions (6)

• There are more than 28 million firms in the U.S. • Of these, 7.4 million have employees, with the rest largely self-employed, unincorporated businesses • M&A market in U.S concentrated among smaller, family-owned firms -- Firms with 99 or fewer employees account for 98% of all firms with employees
Adjusting the Target’s Financial Statements
Target’s Statements Net Revenue 8000 Net Adjustments Adjusted Statements 8000 Comments Check for premature booking of revenue & adequacy of reserves1 Convert LIFO to FIFO Convert accelerated to straight line Eliminate family member Eliminate sales offices Reduce premiums Increase advertising Increase travel Reduce owner’s pay Reduce office space Reduce fees
Challenges of Analyzing and Valuing Privately Held Firms
• Lack of externally generated information • Lack of adequate documentation of key intangible assets such as software, chemical formulae, recipes, etc. • Lack of internal controls and rigorous reporting systems • Firm specific problems – Narrow product offering – Lack of management depth – Lack of leverage with customers and vendors – Limited ability to finance future growth • Common forms of manipulating reported income – Revenue may be understated and expenses overstated to minimize tax liabilities – The opposite may be true if the firm is for sale

(完整版)企业并购财务问题分析外文文献及翻译

M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .企业并购财务问题分析企业并购已成为企业资本运营的一种主要形式。

跨国并购-凤凰传媒与美国出版国际有限公司

跨国并购的类型
横向并购的目的通常是扩大世界市场份额或增加企业国际竞争力和垄断实力，进而形成规模经
济、内部化交易而导致利润增长。
纵向跨国并购的并购双方一般是原材料供应者或
产成品购买者，并购后较易融会在一起。
混合并购是企业实现多元化经营战略，进行战略转移和结构调整的重要手段。
新建投资与跨国并购
从资产的取得方式上来说，企业进行国际直接投资主要采取两种方式：
–
–
第一种方式是新建投资，也称为绿地投资，即在东道
国新建企业进行独资或合资经营。第二种方式是跨国并购（M&A），即通过跨国收购或兼并方式来控制东道国的企业。和一般对并购的分类类似，跨国并购也可分为跨国兼并（Merger）和跨国收购（Acquisition）两种。
凤凰传媒收购美国国际出版有限公司的部分业务
本次收购有助于拓展凤凰传媒的产业链，增强其在童书出版业务上的实力。同时凤凰传媒将一举获得国际性的童书资产和全球化的销售渠道，为凤凰传媒加快“走出去”奠定坚实基础。本次交易规模堪称中国出版行业有史以来最大的一次跨国并购，对于凤凰传媒积累国际并购经验、跻身世界出版强企有着重要的推动作用。
• 江苏凤凰资产管理有限责任公司、江苏银行有限公司（参股）、南京证券有限公司（参股）
凤凰传媒国际(伦敦)有限公司，香都出版公司
• 海外板块
•
美国出版国际有限公司（简称：PIL）是美国一家私人拥有的出版社，1967年创办，总部设在芝加哥。该公司在英国、法国、德国、澳大利亚、墨西哥设有销售子公司，在中国深圳有一家管理和组织生产、新产品研发的办事处。 PIL公司核心业务儿童电子／有声书类别为其最大的产品类别，其产品为有声童书与益智早教结合的泛文化产品。是全世界最大儿童图书出版商之一。PIL拥有全球市场每一个主要的儿童卡通形象的出版许可权利，能够以多种语言出版童书读物。该公司年销售童书约2300万册，销售收入为1.1亿美元。

财务分析外文文献

M & Financial AnalysisCorporate mergers and acquisitions have become a major form of capital operation. Enterprise use of this mode of operation to achieve the capital cost of the external expansion of production and capital concentration to obtain synergies, enhancing competitiveness, spread business plays a very important role. M & A process involves a lot of financial problems and solve financial problems is the key to successful mergers and acquisitions. Therefore, it appears in merger analysis of the financial problems to improve the efficiency of M & Finance has an important practical significance.A financial effect resulting from mergers and acquisitions1. Saving transaction costs. M & A market is essentially an alternative organization to realize the internalization of external transactions, as appropriate under the terms of trade, business organizations, the cost may be lower than in the market for the same transaction costs, thereby reducing production and operation the transaction costs.2. To reduce agency costs. When the business separation of ownership and management, because the interests of corporate management and business owners which resulted in inconsistencies in agency costs, including all contract costs with the agent, the agent monitoring and control costs. Through acquisitions or agency competition, the incumbent managers of target companies will be replaced, which can effectively reduce the agency costs.3. Lower financing costs. Through mergers and acquisitions, can expand the size of the business, resulting in a common security role. In general, large companies easier access to capital markets, large quantities they can issue shares or bonds. As the issue of quantity, relatively speaking, stocks or bonds cost will be reduced to enable enterprises to lower capital cost, refinancing.4. To obtain tax benefits. M & A business process can make use of deferredtax in terms of a reasonable tax avoidance, but the current loss of business as a profit potential acquisition target, especially when the acquiring company is highly profitable, can give full play to complementary acquisitions both tax advantage. Since dividend income, interest income, operating income and capital gains tax rate difference between the large mergers and acquisitions take appropriate ways to achieve a reasonable financial deal with the effect of tax avoidance.5. To increase business value. M & A movement through effective control of profitable enterprises and increase business value. The desire to control access to the right of the main business by trading access to the other rights owned by the control subjects to re-distribution of social resources. Effective control over enterprises in the operation of the market conditions, for most over who are in competition for control of its motives is to seek the company's market value and the effective management of the condition should be the difference between the market value.Second, the financial evaluation of M & ABefore merger, M & A business goal must be to evaluate the financial situation of enterprises, in order to provide reliable financial basis for decision-making. Evaluate the enterprise's financial situation, not only in the past few years, a careful analysis of financial reporting information, but also on the acquired within the next five years or more years of cash flow and assets, liabilities, forecast.1. The company liquidity and solvency position is to maintain the basic conditions for good financial flexibility. Company's financial flexibility is important, it mainly refers to the enterprises to maintain a good liquidity for timely repayment of debt. Good cash flow performance in a good income-generating capacity and funding from the capital market capacity, but also the company's overall Profitability, Profitability is the size of which can be company's overall business conditions and competition prospects come to embody. Specific assessment, the fixed costs to predict the total expenditures and cash flow trends, the fixed costs and discretionary spendingis divided into some parts of constraints, in order to accurately estimate the company's working capital demand in the near future, on the accounts receivable turnover and inventory turnover rate of the data to be reviewed, should include other factors that affect financial flexibility, such as short-term corporate debt levels, capital structure, the higher the interest rate of Zhaiwu relatively specific weight.2. Examine the financial situation of enterprises also have to assess the potential for back-up liquidity. When the capital market funding constraints, poor corporate liquidity, the liquidity of the capital assessment should focus on the study of the availability of back-up liquidity, the analysis of enterprise can get the cash management, corporate finance to the outside world the ability to sell convertible securities can bring the amount of available liquidity. In the analysis of various sources of financing enterprises, the enterprises should pay particular attention to its lenders are closely related to the ease of borrowing, because once got in trouble, helpless to the outside world, those close to the lending institutions are likely to help businesses get rid of dilemma. Others include convertible securities are convertible at any time from the stock market into cash, to repay short-term corporate debt maturity.3 Determination of M & A transaction priceM & M price is the cost of an important part of the target company's value is determined based on M & A prices, so enterprises in M & Juece O'clock on targeted business Jinxing scientific, objective value of Ping Gu, carefully Xuanze acquisition Duixiang to Shi Zai market competition itself tide in an invincible position. Measure of the value of the target company, generally adjusted book value method, market value of comparative law, price-earnings ratio method, discounted cash flow method, income approach and other methods.1. The book value adjustment method. Net balance sheet shall be the company's book value. However, to assess the true value of the target company must also be on the balance sheet items for the necessary adjustments. On the one hand, on the asset should be based on market prices and the depreciation of fixed assets,business claims in reliability, inventory, marketable securities and changes in intangible assets to adjust. On liabilities subject to detailed presentation of its details for the verification and adjustment. M & A for these items one by one consultations, the two sides, both sides reached an acceptable value of the company. Mainly applied to the simple acquisition of the book value and market value of the deviation from small non-listed companies.2. The market value of comparative law. It is the stock market and the target company's operating performance similar to the recent average trading price, estimated value of the company as a reference, while analysis and comparison of reference of the transaction terms, compared to adjust, according to assessment to determine the value of the target company. However, application of this method requires a fully developed, active trading market. And a subjective factors and more by market factors, the specific use of time should be cautious. Mainly applied to improve the market system in the acquisition of listed companies.3. PE method. It is based on earnings and price-earnings ratio target companies to determine the value of the method. The expression is: target = target enterprise value of the business income × PE. Where PE (price earnings ratio) can choose when the target company's price-earnings ratio M, with the target company's price-earnings ratio of comparable companies or the target company in which the industry average price-earnings ratio. Corporate earnings targets and the target company can choose the after-tax income last year, the last 3 years, the average after-tax income, or ex post the expected after-tax earnings target company as a valuation indicator. This method is easy to understand and easy to apply, but its earnings targets and price-earnings ratio is very subjective determination, therefore, this valuation may bring us a great risk. This method is suitable for the stock market a better market environment, a more stable business enterprise.5. Income approach. It is the company expected future earnings discounted using appropriate discount rate to assess the present value of the base date, and thus determine the value of the company's assessment. Income approach in principle, thatis the reason why the acquirer acquired the target company, taking into account the target company can generate revenue for themselves, if the company's returns, but the purchase price will be high. Therefore, according to the company level can bring benefits to determine the value of the company is scientific and reasonable way. The use of this method must have two conditions: First, assess the company's future earnings are to be predicted, and can predict the basic income guarantee and the possibility of a reasonable amount; second, and enterprises to obtain expected benefits associated with future risk can be invaluable, and can provide convincing evidence. When the purpose is to use M & A target long-term management and enterprise resources, then use the income approach is suitable.Activities in mergers and acquisitions, M & A business through the acquisition of a variety of financing sources of funds needed. M & M financing enterprises in financing before the deal with a variety of M & A comprehensive analysis and evaluation, to select the best financing channels. M & A financing from the actual situation analysis, M & A financing is divided into internal financing and external financing. Internal financing is an enterprise to use their own accumulated profits to pay for acquisitions. However, due to the amount of funds required for mergers and acquisitions are often very large, and limited internal resources, after all, the use of M & A business operating cash flow to finance significant limitations, the internal financing generally not as the main channel for financing mergers and acquisitions. Of external financing is divided into debt financing, equity financing and hybrid financing.Channels of financing the actual response to determine their capital structure analysis, if the acquisition of their funds sufficient, using its own funds is undoubtedly the best choice; if the business debt rate has been high, as far as possible should be financed without an increase to equity of companies debt financing. However, if the business prospects for the future, can also increase the debt financing, in order to ensure all future benefits enjoyed by the existing shareholders.Whether M & A business development and expansion as a means or aninevitable result of market competition, will play an important stage in the socio-economic role. As an important participant in M & A and policy-makers, from the financial rational behavior on M & A analysis and selection of the same time, also taking into account the market, and management elements that will lead the enterprise's decision making provide the most effective Xin Xi .。

merger and acquisition

/finance/mergers-acquisitions/Merger and acquisitionsMergers and Acquisitions: DefinitionThe Main IdeaOne plus one makes three: this equation is the special alchemy of a merger or an acquisition. The key principle behind buying a company is to create shareholder value over and above that of the sum of the two companies. Two companies together are more valuable than two separate companies - at least, that's the reasoning behind M&A.This rationale is particularly alluring to companies when times are tough. Strong companies will act to buy other companies to create a more competitive, cost-efficient company. The companies will come together hoping to gain a greater market share or to achieve greater efficiency. Because of these potential benefits, target companies will often agree to be purchased when they know they cannot survive alone. Distinction between Mergers and AcquisitionsAlthough they are often uttered in the same breath and used as though they were synonymous, the terms merger and acquisition mean slightly different things.When one company takes over another and clearly established itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer "swallows" the business and the buyer's stock continues to be traded.In the pure sense of the term, a merger happens when two firms, often of about the same size, agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals." Both companies' stocks are surrendered and new company stock is issued in its place. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created.In practice, however, actual mergers of equals don't happen very often. Usually, one company will buy another and, as part of the deal's terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it's technically an acquisition. Being bought out often carries negative connotations, therefore, by describing the deal as a merger, deal makers and top managers try to make the takeover more palatable.A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly - that is, when the target company does not want to be purchased - it is always regarded as an acquisition.Whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced. In other words, the real difference lies in how the purchase is communicated to and received by the target company's board of directors, employees and shareholders.SynergySynergy is the magic force that allows for enhanced cost efficiencies of the new business. Synergy takes the form of revenue enhancement and cost savings. By merging, the companies hope to benefit from the following:Staff reductions - As every employee knows, mergers tend to mean job losses. Consider all the money saved from reducing the number of staff members from accounting, marketing and other departments. Job cuts will also include the former CEO, who typically leaves with a compensation package.Economies of scale - Yes, size matters. Whether it's purchasing stationery or a new corporate IT system, a bigger company placing the orders can save more on costs. Mergers also translate into improved purchasing power to buy equipment or office supplies - when placing larger orders, companies have a greater ability to negotiate prices with their suppliers.Acquiring new technology - To stay competitive, companies need to stay on top of technological developments and their business applications. By buying a smaller company with unique technologies, a large company can maintain or develop a competitive edge.Improved market reach and industry visibility - Companies buy companies to reach new markets and grow revenues and earnings. A merge may expand two companies' marketing and distribution, giving them new sales opportunities. A merger can also improve a company's standing in the investment community: bigger firms often have an easier time raising capital than smaller ones.That said, achieving synergy is easier said than done - it is not automatically realized once two companies merge. Sure, there ought to be economies of scale when two businesses are combined, but sometimes a merger does just the opposite. In many cases, one and one add up to less than two.Sadly, synergy opportunities may exist only in the minds of the corporate leaders and the deal makers. Where there is no value to be created, the CEO and investment bankers - who have much to gain from a successful M&A deal - will try to create an image of enhanced value. The market, however, eventually sees through this and penalizes the company by assigning it a discounted share price. We'll talk more about why M&A may fail in a later section of this tutorial.Varieties of MergersFrom the perspective of business structures, there is a whole host of different mergers.Here are a few types, distinguished by the relationship between the two companies that are merging:Horizontal merger - Two companies that are in direct competition and share the same product lines and markets.Vertical merger - A customer and company or a supplier and company. Think of a cone supplier merging with an ice cream maker.Market-extension merger - Two companies that sell the same products in different markets.Product-extension merger - Two companies selling different but related products in the same market.Conglomeration - Two companies that have no common business areas.There are two types of mergers that are distinguished by how the merger is financed. Each has certain implications for the companies involved and for investors:Purchase Mergers - As the name suggests, this kind of merger occurs when one company purchases another. The purchase is made with cash or through the issue of some kind of debt instrument; the sale is taxable.Acquiring companies often prefer this type of merger because it can provide them with a tax benefit. Acquired assets can be written-up to the actual purchase price, and the difference between the book value and the purchase price of the assets can depreciate annually, reducing taxes payable by the acquiring company. We will discuss this further in part four of this tutorial.Consolidation Mergers - With this merger, a brand new company is formed and both companies are bought and combined under the new entity. The tax terms are the same as those of a purchase merger.AcquisitionsAs you can see, an acquisition may be only slightly different from a merger. In fact, it may be different in name only. Like mergers, acquisitions are actions through which companies seek economies of scale, efficiencies and enhanced market visibility. Unlike all mergers, all acquisitions involve one firm purchasing another - there is no exchange of stock or consolidation as a new company. Acquisitions are often congenial, and all parties feel satisfied with the deal. Other times, acquisitions are more hostile.In an acquisition, as in some of the merger deals we discuss above, a company can buy another company with cash, stock or a combination of the two. Another possibility, which is common in smaller deals, is for one company to acquire all theassets of another company. Company X buys all of Company Y's assets for cash, which means that Company Y will have only cash (and debt, if they had debt before). Of course, Company Y becomes merely a shell and will eventually liquidate or enter another area of business.Another type of acquisition is a reverse merger, a deal that enables a private company to get publicly-listed in a relatively short time period. A reverse merger occurs when a private company that has strong prospects and is eager to raise financing buys a publicly-listed shell company, usually one with no business and limited assets. The private company reverse merges into the public company, and together they become an entirely new public corporation with tradable shares.Regardless of their category or structure, all mergers and acquisitions have one common goal: they are all meant to create synergy that makes the value of the combined companies greater than the sum of the two parts. The success of a merger or acquisition depends on whether this synergy is achieved.什么是并购并购的内涵非常广泛，一般是指兼并（Merger）和收购（Acquisition）。

MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)

OR
B acquires shares in A from A’s shareholders in exchange for cash. A, as a subsidiary of B, may subsequently transfer its trade and assets to its new parent company, B (transfer of shares).
• The negotiations 谈判 or tendering activity may involve the dissemination 传播 of new information – the market then may revalue previously “undervalued” shares 会重新评估以前被低估的股份
– Merge with a supplier or a customer 与供应商或购买者合作
– Control over suppliers “may” reduce costs.
– Over integration can cause the opposite effect. 再整合带来的积极影响
efficiencyexplanations?differentialefficiencytheory效用理论?managementoffirmamoreefficientthanmanagementoffirmb?inefficientmanagementtheory?anothercontrolgroupmightbeabletomanagetheassetsmoreanothercontrolgroupmightbeabletomanagetheassetsmoreeffectively5?efficiencyisincreasedbymergeratfirmandeconomylevel?inpracticetheacquiringfirmsmaybeoveroptimisticintheirjudgementoftheirimpactsontheperformanceoftheacquiredfirms过分乐观高估了自己对被收购公司的影响力?mayoverpaytotheacquiredfirmsorfailtoimprovetheirperformanceroll1986informationtheories信息理论?managementisstimulated激励toimplement实施ahighervaluedoperatingstrategy6?thenegotiations谈判ortenderingactivitymayinvolvethedissemination传播ofnewinformationthemarketthenmayrevaluepreviouslyundervaluedshares会重新评估以前被低估的股份agencyproblems?agencyproblemariseswhenmanagersownonlyafraction分数oftheownershipsharesofthefirm?henceworklessvigorouslyandconsumemoreperquisites津贴atthecostofmajorityownersperquisites津贴atthecostofmajorityowners?threattotakeover接管的威胁canmitigate减轻agencyproblemviamonitoringmanagersonbehalfofind

Lecture_01

UNIT OF STUDY OUTLINE
• • • • • CONTENTS Topic Guide in UoS (Blackboard) Course Text – Co-Op Bookshop Lectures, workshops and work outside contact hours Consultation: Mon 5-6pm, rm 445, Econ & Bus Guest lecture Connecting what we have learned in Corporate Finance about Capital Structure & Corporate Control to UNDERSTAND HOW VALUE IS CREATED IN M&A
– Group Project
• Workshop exercises (one week in computer lab • Practiing Blackboard and Web for efficiency • INTEREST IN TOPIC – SELF LEARNING
GROUP PROJECT
• Task 3 – Final group report due by 4:30pm Friday 28th May, 2010 – Submitted electronically and in hard copy • Task 4 – Each member within the group will need to complete a Group Assignment Self-Reflective Journal – The self reflection exercise will be marked and is worth 10% of your assignment grade – Students who do not submit this journal will receive a zero grade for this group assessment

罗斯《公司理财》英文习题答案DOCchap030

公司理财习题答案第三十章Chapter 30: Mergers and Acquisitions30.1 The new corporation issues $300,000 in new debt. The merger creates $100,000 ofgoodwill because the merger is a purchase.Balance SheetLager Brewing(in $ thousands)Current assets$480Current liabilities$200Other assets140Long-term debt400Net fixed assets580Equity700Goodwill100Total assets$1,300Total liabilities$1,300 30.2 If the balance sheet for Philadelphia Pretzel shows assets at book value instead of marketvalue, the goodwill will be only $60,000 (=$300,000 - $240,000). Thus, the net fixed assetsare $620,000 (=$1,300,000 - $480,000 - $140,000 - $60,000).Balance SheetLager Brewing(in $ thousands)Current assets$480Current liabilities$200Other assets140Long-term debt400Net fixed assets620Equity700Goodwill60Total assets$1,300Total liabilities$1,300 30.3Balance SheetLager Brewing(in $ thousands)Current assets$480Current liabilities$280Other assets140Long-term debt100Net fixed assets580Equity820Total assets$1,200Total liabilities$1,200 30.4 a. False. Although the reasoning seems correct, the Stillman-Eckbo data do not supportthe monopoly power theory.b. True. When managers act in their own interest, acquisitions are an important controldevice for shareholders. It appears that some acquisitions and takeovers are theconsequence of underlying conflicts between managers and shareholders.c. False. Even if markets are efficient, the presence of synergy will make the value ofthe combined firm different from the sum of the values of the separate firms.Incremental cash flows provide the positive NPV of the transaction.d. False. In an efficient market, traders will value takeovers based on “Fundamentalfactors” regardless of the time horizon. Recall that the evidence as a whole suggestsefficiency in the markets. Mergers should be no different.e. False. The tax effect of an acquisition depends on whether the merger is taxable ornon-taxable. In a taxable merger, there are two opposing factors to consider, thecapital gains effect and the write-up effect. The net effect is the sum of these twoeffects.f. True. Because of the coinsurance effect, wealth might be transferred from thestockholders to the bondholders. Acquisition analysis usually disregards this effectand considers only the total value.30.5(in $ millions)Net Cash FlowPer Year(Perpetual)DiscountRate (%)ValueSmall Fry816%50Whale2010%200Benefits from Acquisition:511.76%42.5Revenue Enhancement 2.520%12.5Cost Reduction210%20Tax Shelters0.55%10Whale-Fry$3311.28%$292.5Per share price = ($292.5-100)/5 = $38.530.6 a. The weather conditions are independent. Thus, the joint probabilities are theproducts of the individual probabilities.Possible states Joint probabilityRain Rain0.1 x 0.1=0.01Rain Warm0.1 x 0.4=0.04Rain Hot0.1 x 0.5=0.05Warm Rain0.4 x 0.1=0.04Warm Warm0.4 x 0.4=0.16Warm Hot0.4 x 0.5=0.20Hot Rain0.5 x 0.1=0.05Hot Warm0.5 x 0.4=0.20Hot Hot0.5 x 0.5=0.25Since the state Rain Warm has the same outcome (revenue) as Warm Rain, theirprobabilities can be added. The same is true of Rain Hot, Hot Rain and Warm Hot,Hot Warm. Thus the joint probabilities arePossiblestatesJoint probabilityRain Rain0.01Rain Warm0.08Rain Hot0.10Warm Warm0.16Warm Hot0.40Hot Hot0.25公司理财习题答案第三十章The joint values are the sums of the values of the two companies for the particular state.Possible states Joint valueRain Rain$200,000Rain Warm300,000Warm Warm400,000Rain Hot500,000Warm Hot600,000Hot Hot800,000b. Recall, if a firm cannot service its debt, the bondholders receive the value of theassets. Thus, the value of the debt is the value of the company if the face value of the debt is greater than the value of the company. If the value of the company is greater than the value of the debt, the value of the debt is its face value. Here the value of the common stock is always the residual value of the firm over the value of the debt.Joint Prob.Joint Value Debt Value Stock Value0.01$200,000$200,000$00.08300,000300,00000.16400,000400,00000.10500,000400,000100,0000.40600,000400,000200,0000.25800,000400,000400,000c. To show that the value of the combined firm is the sum of the individual values, youmust show that the expected joint value is equal to the sum of the separate expected values.Expected joint value= 0.01($200,000) + 0.08($300,000) + 0.16($400,000) + 0.10($500,000) +0.40($600,000) + 0.25($800,000)= $580,000Since the firms are identical, the sum of the expected values is twice the expectedvalue of either.Expected individual value = 0.1($100,000) + 0.4($200,000) + 0.5($400,000) = $290,000 Expected combined value = 2($290,000) = $580,000d. The bondholders are better off if the value of the debt after the merger is greater thanthe value of the debt before the merger.Value of the debt before the merger:The value of debt for either company= 0.1($100,000) + 0.4($200,000) + 0.5($200,000) = $190,000Total value of debt before the merger = 2($190,000) = $380,000Value of debt after the merger= 0.01($200,000) + 0.08($300,000) + 0.16($400,000) + 0.10($400,000) + 0.40($400,000) +0.25($400,000) = $390,000The bondholders are $10,000 better off after the merger.30.7 The decision hinges upon the risk of surviving. The final decision should hinge on thewealth transfer from bondholders to stockholders when risky projects are undertaken. High-risk projects will reduce the expected value of the bondholders’ claims on the firm. The telecommunications business is riskier than the utilities business. If the total value of the firm does not change, the increase in risk should favor the stockholder. Hence, management should approve this transaction. Note, if the total value of the firm drops because of the transaction and the wealth effect is lower than the reduction in total value, management should reject the project.30.8 If the market is “smart,” the P/E ratio will not be constant.a. Value = $2,500 + $1,000 = $3,500b. EPS = Post-merger earnings / Total number of shares=($100 + $100)/200 =$1c. Price per share = Value/Total number of shares=$3,500/200 =$17.50d. If the market is “fooled,” the P/E ratio will be constant at $25.Value = P/E * Total number of shares= 25 * 200 = $5,000EPS = Post-merger earnings / Total number of shares=$5,000/200 = $25.0030.9 a. After the merger, Arcadia Financial will have 130,000 [=10,000 + (50,000)(6/10)]shares outstanding. The earnings of the combined firm will be $325,000. The earnings per share of the combined firm will be $2.50 (=$325,000/130,000). The acquisition will increase the EPS for the stockholders from $2.25 to $2.50.b. There will be no effect on the original Arcadia stockholders. No synergies exist in this merger since Arcadia is buying Coldran at its market price. Examining the relative values of the two firms sees the latter point.Share price of Arcadia = (16 * $225,000) / 100,000=$36Share price of Coldran = (10.8 * $100,000) / 50,000=$21.60The relative value of these prices is $21.6/$36 = 0.6. Since Coldran’s shareholders receive 0.6 shares of Arcadia for every share of Coldran, no synergies exist.30.10 a. The synergy will be the discounted incremental cash flows. Since the cash flows areperpetual, this amount is000,500,7$08.0000,600$公司理财习题答案第三十章b.The value of Flash-in-the-Pan to Fly-by-Night is the synergy plus the current marketvalue of Flash-in-the-Pan.V = $7,500,000 + $20,000,000= $27,500,000c. Cash alternative = $15,000,000Stock alternative = 0.25($27,500,000 + $35,000,000)= $15,625,000d. NPV of cash alternative = V - Cost=$27,500,000 - $15,000,000=$12,500,000NPV of stock alternative = V - Cost=$27,500,000 - $15,625,000=$11,875,000e. Use the cash alternative, its NPV is greater.30.11 a. The value of Portland Industries before the merger is $9,000,000 (=750,000x12). Thisvalue is also the discounted value of the expected future dividends.$9,000,000 = $1.80250,000)1.05(r0.05)⨯-r = 0.1025 = 10.25%r is the risk-adjusted discount rate for Portland’s expected future dividends. the value of Portland Industries after the merger is385,815,14$) 07.01025 .0(07.1) 000 ,25080.1($V =-⨯=This is the value of Portland Industries to Freeport.b. NPV= Gain - Cost= $14,815,385 - ($40x250, 000)= $4,815,385c. If Freeport offers stock, the value of Portland Industries to Freeport is the same, but thecost differs.Cost = (Fraction of combined firm owned by Portland’s stockholders)x(Value of the combined firm)Value of the combined firm = (Value of Freeport before merger)+ (Value of Portland to Freeport)= $15x1,000,000 + $14,815,385= $29,815,385Fraction of ownership600,0001,000,000600,0000.375 =+=Cost= 0.375x$29,815,385= $11,180,769NPV= $14,815,385 - $11,180,769=$3,634,616d. The acquisition should be attempted with a cash offer since it provides a higher NPV.e. The value of Portland Industries after the merger isV($1.80250,000)1.06(0.10250.06)$11,223,529 =⨯-=This is the value of Portland Industries to Freeport.NPV= Gain-Cost=$11,223,529 - ($40x250,000)=$1,223,529If Freeport offers stock, the value of Portland Industries to Freeport is the same, but the cost differs.Cost = (Fraction of combined firm owned by Portland’s stockholders)x(Value of the combined firm)Value of the combined firm = (Value of Freeport before merger)+ (Value of Portland to Freeport)= $15x1,000,000 + $11,223,529= $26,223,529Fraction of ownership600,0001,000,000600,0000.375 =+=Cost = 0.375 * $26,223,529=$9,833,823NPV = $11,223,529 - $9,833,823=$1,389,706The acquisition should be attempted with a stock offer since it provides a higher NPV.30.12a. Number of shares after acquisition=30 + 15 = 45 milStock price of Harrods after acquisition = 1,000/45=22.22 poundsb.Value of Selfridge stockholders after merger:α * 1,000 = 300α = 30%30%New Shares IssuedNew Shares Issued Old SharesNew Shares IssuedNew Shares Issued30=+=+New shares issued = 12.86 mil12.86:20 = 0.643:1The proper exchange ratio should be 0.643 to make the stock offer’s value to Selfridge equivalent to the cash offer.30.13To evaluate this proposal, look at the present value of the incremental cash flows.公司理财习题答案第三十章Cash Flows to Company A(in $ million)Year012345 Acquisition of B-550Dividends from B150325203045 Tax-loss carryforwards2525Terminal value600 Total-40032304530645 The additional cash flows from the tax-loss carry forwards and the proposed level of debt should be discounted at the cost of debt because they are determined with very little uncertainty.The after-tax cash flows are subject to normal business risk and must be discounted at a normal rate.Beta coefficient for the bond = 0.25 = [(8%-6%)/8%].Beta coefficient for the company = 1 = [(0.25)2 + (1.25)(0.75)]Discount rate for normal operations:r = 6% + 8% (1) = 14%Discount rate for dividends:The new beta coefficient for the company, 1, must be the weighted average of the debt beta and the stock beta.1 = 0.5(0.25) + 0.5(βs)βs = 1.75r = 6% + 8%(1.75) = 20%2. 21 $17.204$43.467$85.19$43.21$08.18$47.14$57.11$47.3$67.26$400 $)08.1(300$)14.1(900$)08.1(25$)08.1(25$)2.1(45$)2.1(30$2.1(20$)2.1(5$2.132$400$NPV5532543)2-=-++++++++-=-++++++++-=Because the NPV of the acquisition is negative, Company A should not acquireCompany B.30.14 The commonly used defensive tactics by target-firm managers include:i. corporate charter amendments like super-majority amendment or staggering theelection of board members.ii. repurchase standstill agreements.iii. exclusionary self-tenders.iv. going private and leveraged buyouts.v. other devices like golden parachutes, scorched earth strategy, poison pill, ..., etc.Mini Case: U.S.Steel’s case.You have 3 choices: tender, or do not tender or sell in the market. If you do sell your shares in the market, at some point, somebody else would need to make a decision in “tender” or “not tender” as well.It is important to recognize that the firm has about 60 million shares outstanding (since 30million shares will give US Steel 50.1% of Marathon shares). Let’s consider the possible selling prices, which you will receive for each of the following scenarios:US Steel Tender offerSucceeds FailsTenderA pro-ratedPrice between $125 and $85Market priceDo not Tender$85Market priceIf US Steel’s tender offer fails, you are equally well off since your share value is determined by the market price.If you choose not to tender, and 30 million shares were tendered US Steel succeeds to gain50.1% control, you will only receive $85 a share. If you do tender, the price you will receive will be no worse than $85 a share and can be as high as $125 a share. Depending on the number of shares tendered, you will receive one of the following prices.1.If only 50.1% tendered, you will get $125 per share.2.If the shares tendered exceed 50.1% but less than 100%, you will get more than $105 ashare.3.If all 60 million shares were tendered, you will get $105 per share. (which is)()()85$6030125$6030+It is clear that, in the above 3 cases, when you are not sure about whether US Steel will succeed or not, you will be better off to tender your shares than not tender. This is because at best, you will only receive $85 per share if you choose not to tender.。

公司金融-MergersandAcquisitions

公司金融MergersandAcquisitions
在这个演示中，我们将探讨公司金融-MergersandAcquisitions的关键要素，如类型、原因、步骤、挑战和成功因素。让我们一起着手吧！
M&A概述
1 定义
M&A指的是公司合并和收购的过程，目的是通过整合资源、优化业务和扩大市场份额来创造更大的价值。
合资
合资是指两家或更多公司共同出资建立一家新公司，共享风险和利益。
M&A的原因
1 扩大市场份额
通过收购竞争对手或合并业务，公司可以迅速扩大市场份额。
2 实现成本节约
整合资源和业务可以帮助公司实现规模经济，从而节约成本。
3 获取技术或知识
通过收购具有特定技术或知识的公司，公司可以加快创新和发展。
M&A的挑战
文化差异
公司之间的文化差异可能导致合并失败和冲突。
法律和监管问题
合并涉及法律和监管问题，需要遵守相关规定。
员工不确定性
合并可能导致员工的不确定性和不适应，需要有效的变革管理。
财务和经营风险
合并可能导致财务和经营风险的增加，需要谨慎规划和管理。
M&A成功的关键因素
战略一致性
合并的目标和战略必须一致，以确保合并的成功和协同效应。
2 概念
它是重组公司结构的一种战略手段，允许组织通过合并、收购或联合来实现Hale Waihona Puke 增长、利润和竞争优势。3 趋势
近年来，M&A在全球范围内变得越来越普遍，许多公司都将其视为实现战略目标的重要途径。
M&A的类型
合并
合并是指两个或更多公司决定合并为一家新公司，共享资源和责任。

混合并购名词解释

混合并购名词解释
混合并购（MergerandAcquisition，简称M&A）是指企业家们采取的一种特殊的企业扩张方式，即通过并购、合并以及资产购买等方式，为了实现企业的整合和经营的效率提升，从而获得投资收益和企业发展的有益影响。

混合并购不仅仅包括资产购买、并购和合并，还包括其他形式的企业合作，如资产换股、债券兑换、认股权证、私募股权投资等。

它是一种财务工具，可以帮助企业家们实现企业的整合和发展，获得投资收益和企业发展的有益影响。

混合并购的目的通常是为了帮助企业实现发展目标，包括规模效应、技术效应、市场效应等。

规模效应的实现有助于企业通过规模扩张来获取竞争优势；技术效应有助于企业通过技术获得技术优势；市场效应有助于企业在市场竞争中占据优势。

此外，混合并购也可以为企业提供投资收益，包括现金流控制、现金流估值和盈利模式转换等。

企业可以通过混合并购来改变现金流结构，以达到投资收益的有效增加。

同时，混合并购也可以帮助企业改善企业的现金流估值，即价格的变化会直接影响企业的估值。

此外，混合并购也可以帮助企业转变盈利模式，从而更好地满足客户的要求，达到企业的发展目标。

总之，混合并购是一种特殊的企业扩张方式，它既可以帮助企业实现发展目标，也可以为企业提供投资收益。

企业家们更应该深入了解混合并购的运作环节，为其发展和投资收益提供有效的指导。

29MergersandAcquisitions共22页文档

Often a tender offer is made to the target firm (friendly) or directly to the shareholders (often a hostile takeover).
Transactions that bypass the management are considered hostile, as the target firm’s managers are generally opposed to the deal.
In a consolidation, an entirely new firm is created. Mergers must comply with applicable state laws. Usually,
shareholders must approve the merger by a vote.
Chapter 29: Mergers and Acquisitions
Basic terms and definitions concerning mergers and acquisitions
Reasons for mergers and acquisitions Real world empirical observations An example of valuing a potential acquisition
WSU EMBA Corporate Finance
29-3
Mergers and Acquisitions
In reality, there is always a bidder and a target. Almost all transactions could be classified as acquisitions. Some modern finance textbooks use the two terms interchangeably.

Mergers and Acquisions (3)

Mergers and Acquisi/ons (MSc Finance) Lecture 3
Professor Julian Williams
Lecture 3: Valua/on I
Capital Asset Pricing Model (adjusted for firm size): ke = Rf + ß(Rm – Rf) + FSP Where Rf ß Rm Rm – Rf FSP = risk free rate of return = beta (systematic/non-diversifiable risk) = expected rate of return on equities = The equity risk premium (e.g. 5.5% historical average since 1963 for the US) = firm size premium
1To
2(D/E)/(1+D/E)
estimate WACC, use firm’s target debt-to-total capital ratio (TC). = [(D/E)/(E+D)/E] = [(D/E)(E/(E+D)] = D/(E+D) = D/TC; E/TC = 1 – D/TC.
• This contradiction may be circumvented by assuming that firms have a target debt to equity or capital ratio and that this ratio is used as the weights in the calculation of WACC. All the weights should be expressed as market values since book values represent historical values and a firm’s efforts to raise funds would be expressed in terms of current market values. Risk consists of a non-systematic/diversifiable and systematic/non-diversifiable component. Beta (ß) is a measure of non-diversifiable risk. Beta quantifies a stock’s volatility relative to the overall market.

MERGERS AND ACQUISITIONS【外文翻译】

外文翻译原文MERGERS AND ACQUISITIONSMaterial Source:Quantitative Corporate Finance [M]. New York, N.Y.: Springer, c2007. Author:John B. Guerard , Jr. and Eli Schwartz.As an effective means of resource allocation, Merger &Acquisition plays a very important role in the process of enterprises’growth . It can rapidly enlarge the enterprises’ scales and improve their core competence, as well as their market share through this way of external growth. Listed companies are the most active ones among those enterprises who involved in M&A.A company can grow by taking over the assets or facilities of another firm .The various methods by which one firm obtains or “marries into” the business, assets, or facilities of another company are mergers, combinations, or acquisitions.1 These terms are not used rigidly. In general, however, a merger signifies that one firm obtains another by issuing its stock in exchange for the shares belonging to owners of the acquired firm, or buys another firm with cash. Company X gives some of its shares to Company Y shareholders for the outstanding Y stock. When the transaction is complete, Company X owns Company Y because it has all (or almost all) of, the Y stock. Company Y’s former stockholders are now stockholders in Company X. In a combination, a new corporation is formed from two or more companies who wish to combine. The shares of the new company are exchanged for those of the original companies. The difference between a combination and a merger lies more in legal distinctions than in any discernible differences in the economic or financial result. In practice, the terms merger or combination are often used interchangeably.An acquisition usually refers to a transaction in which one firm buys the major assets or the controlling shares of another company. On occasion, one corporation has purchased another corporation’s subsidiaries.An acquisition differs from a merger in that generally (but not always) cash is used rather than an exchange ofsecurities.A firm which either by the exchange of securities or purchase owns or controls subsidiary companies but does not engage in activities of its own is called a holding company. The holding company differs from a parent company in that the parent company has production functions of its own whereas a holding company exists mainly to control or coordinate its subsidiaries.No new net financial holdings are created in the economy by any of the forms of merger or acquisition [Mossin (1973)]. If the transaction involves an exchange of st ock, the supply of shares of one company’s stock is eliminated and is replaced by the shares of the surviving company. If the transaction is financed by cash, cash holdings by individuals go up, but cash held by corporations goes down; the supply of outstanding securities in the hands of the public goes down, but the amount held by corporations rises. If a corporation floats new securities to obtain funds to finance its acquisition, the process is slightly roundabout, but the net results are the same. One section of the public surrenders its cash for new corporate securities; another group gives up a different issue of securities for cash.A few studies have examined the long-term financial performance of firms involved in M&A. Ravenscraft and Scherer (1989) found that the financial performance of target firms deteriorated during the post-merger period compared to that of the pre-merger period. Herman and Lowenstein (1988) examined the post-takeover performance of hostile takeovers and found contradictory results for takeovers in different time-periods. Both these studies used primarily2 accrual accounting variables, which could be affected by the accounting choices for consolidation of financial statements. Healy, Palepu and Ruback (1992) examined post-merg er performance using the “median operating cash flow return on actual market value for 50 combined target and acquirer firms in years surrounding mergers completed in the period 1979 to mid-1984” and found that“the merged firms have significant improvements in post-merger asset productivity relative to their industries leading to higher operating cash flow returns .There is a strong positive relation between post-merger increases in operating cash flows and abnormal stock returns at merger announcements, indicating that expectations of economic improvements underlie the equity revaluations of the merged firms.” The study also found that “Although cash flow performance improves on average, a quarter of the sample firms have negative post-merger cash flow cha nges.”The reader probably expects the stockholders of acquired firms to earn positive,and highly significant excess returns. After all, merger premiums rose to 25-30 percent during the 1958-1978 period [Dodd and Ruback (1977)]. What about the acquiring f irms? If the acquired firms’stockholders profit handsomely from a merger, should not the acquiring firms stockholders lose? Are mergers zero-sum events? Is wealth created by mergers? Let us examine much of the empirical evidence. Mandelker (1974) put forth the Perfectly Competitive Acquisitions Market (PCAM) hypothesis in which competition equates returns on assets of similar risk, such that acquiring firms should pay premiums to the extent that no excess returns are realized to their stockholders. The PCAM holds that only the acquired firms’ stockholders earn excess returns. However, Mandelker studied mergers of 241 acquiring firms during the 1948-1967 period, and found that acquiring firms’ stockholder earned 5.1 percent during the 40 months prior to the mergers, but excess returns decreased by 1.7 percent in the 40 months following the merger. Positive net excess returns (3.7 percent) were earned by the acquiring firms in the Mandelker study. Thus, Mandelker found no evidence that acquiring firms paid too much for the acquired firms. Moreover, the acquired firms’ stockholders realized excess returns of 12 percent for the 40 month period prior to the merger, and 14 percent for the seven-month period prior to the merger.The Mandelker results have been substantiated by much of the empirical literature. Dodd and Ruback (1977) found that successful acquiring firms’ stockholders gained 2.8 percent in the month before the merger announcement during the 1958-1978 period, whereas the successful acquired firms’ stoc kholders gained 20.9 percent excess returns. Dodd and Ruback found that the acquired firms’ stockholders gained 19.0 percent even if the merger was unsuccessful, whereas the acquiring firms’ stockholders gained less than one percent. The empirical evidence for the 1973-1998 period is consistent, from 20 months prior to the merger to its close, the combined firms’ stockholders gain approximately 1.9 percent [Andrade, Mitchell, and Stafford (2001)]. Moeller, Schlingemann, and Stulz (2003) analyzed 12,023 mergers during the 1980-2001 period and found a 1.1 percent gain to acquiring firms shareholders.Mergers may enhance stockholder wealth; however, whereas Andrade, Mitchell, and Stafford further found that the target, or acquired stockholders gained about 23.8 percent for the 20 month period, consistent across the decades of the 1973-1998 period, the acquiring firms’ stockholders lost about 3.8 percent, during the corresponding 20 month period. For the largest merger in U.S. history prior to 1983,Ruback (1982) found that DuPont lost 9.89 percent ($789 million of stockholder wealth) in the month prior to the merger announcement whereas Conoco stockholders gained 71.2 percent ($3201.2 million) for the two-month period prior to the successful DuPont merger announcement.Do mergers affect the firms’ operations? Hall (1993) found that research and development (R&D) activities were not impacted significantly by mergers. Hall found no lessening of R&D spending. Healy, Palepu, and Ruback (1992) reported that mergers seeking strategic takeovers outperformed financially-motivated takeover. Strategic takeovers generally involved friendly takeovers financed with stock whereas financial takeovers were hostile takeovers involving cash payments. During the 1979-1982 period , for the 50 largest mergers, Healy, Palepu, and Ruback found that strategic takeovers made money for the acquiring firms whereas financial takeovers broke even. Acquiring stockholders of strategic acquisitions made 4.4 percent for five years post-merger, assuming no premiums paid, whereas financial takeovers earned the acquiring stockholders 1.1 percent. The premiums paid in financial takeovers were higher (45%) than in strategic takeovers (35%), and the synergies were lower in financial takeovers. Trimbath (2002, p. 137) found “no significant merger effect on net profit, operating profit, or market value” when analyzing firms purchased by Fortune 500 firms during the 1981-1995 period. Mergers generate a net gain for stockholders in the U.S. economy, but one prefers to be a stockholder in the acquired, rather than the acquiring, firm.Mergers and acquisitions have been a major source of corporate growth and economic concentration during the past 125 years. The empirical evidence is mixed; most acquired firms’ st ockholders profit handsomely with excess returns exceeding 25 percent whereas acquiring firms’ shareholders earn excess returns of only about 1 to 1.50 percent.Although mergers, combinations, and acquisitions are exciting events of great interest to the financial community, there is much uncertainty that whether M & A improves the operating performance of listed companies. Therefore, we need to further research.译文并购资料来源:定量公司财务管理[米].纽约，纽约州：斯普林格委，2007作者：小盖哈约翰B和礼施瓦茨作为资源配置的有效手段，并购在企业成长的过程中起着非常重要的作用。

Corporate Finance 第7版答案Ch029

Chapter 29: Mergers and Acquisitions29.1 The salient point here is that both firms are shown at market value. Therefore, Lageris paying 300,000 for an asset valued at 200,000 (the total value of PhiladelphiaPretzel shown on the balance sheet). The merger creates $100,000 of goodwill(300,000 - 200,000).Balance SheetLager Brewing(in $ thousands)Current assets $480 Current liabilities $200Other assets 140 Long-term debt 400Net fixed assets 580 Equity 700Goodwill 100Total assets $1,300 Total liabilities $1,30029.2 In this problem, Lager is paying 300,000 for an asset worth 240,000. Since thebalance sheet for Philadelphia Pretzel shows assets at book value instead of marketvalue, the goodwill will be only $60,000 (=$300,000 - $240,000). Thus, the net fixedassets are $620,000 (=$1,300,000 - $480,000 - $140,000 - $60,000).Balance SheetLager Brewing(in $ thousands)Current assets $480 Current liabilities $200Other assets 140 Long-term debt 400Net fixed assets 620 Equity 700Goodwill 60Total assets $1,300 Total liabilities $1,30029.3 Now, they will use the pooling-of-interests method, so the assets are carried at thepre-merger levels, and the aggregate value of the two firms is unchanged by themerger.Balance SheetLager Brewing(in $ thousands)Current assets $480 Current liabilities $280Other assets 140 Long-term debt 100Net fixed assets 580 Equity 820Total assets $1,200 Total liabilities $1,20029.4 a. False. Although the reasoning seems correct, the Stillman-Eckbo data do not support the monopoly power theory.b.True. When managers act in their own interest, acquisitions are an important control device for shareholders. It appears that some acquisitions and takeovers are the consequence of underlying conflicts between managers and shareholders. c.False. Even if markets are efficient, the presence of synergy will make the value of the combined firm different from the sum of the values of the separate firms. Incremental cash flows provide the positive NPV of the transaction.d.False. In an efficient market, traders will value takeovers based on “Fundamental factors” regardless of the time horizon. Recall that the evidence as a whole suggests efficiency in the markets. Mergers should be no different.e.False. The tax effect of an acquisition depends on whether the merger is taxable or non-taxable. In a taxable merger, there are two opposing factors to consider, the capital gains effect and the write-up effect. The net effect is the sum of these two effects.f.True. Because of the coinsurance effect, wealth might be transferred from the stockholders to the bondholders. Acquisition analysis usually disregards this effect and considers only the total value.29.5Recall that the PV of a perpetuity is found asC F PV =iwhere CF is the cash flow received yearly and i is the annual discount rate.So, for Small Fry, the value is found as8V alue =50.16=When the rate is the unknown, solve for i . So, for the Benefits from acquisition:542.55.117642.5i i ===Similar for all but the last entry.For the final entry, first sum the component values, then use that to solve for the rate:W hale-Fry Sm allFry W hale Benefits from Acqu isitionV alue V alue + V alue + V alue 5025042.5292.5==++=33292.5.1128ii ==Now, apply the same techniques to fill-in the remaining numbers:(in $ millions) Net Cash Flow Per Year (Perpetual)DiscountRate (%) Value Small Fry 8 16% 50 Whale 20 10% 200 Benefits from Acquisition: 5 11.76% 42.5 Revenue Enhancement 2.5 20% 12.5 Cost Reduction 2 10% 20 Tax Shelters 0.5 5% 10 Whale-Fry $33 11.28% $292.5Per share price = ($292.5-100)/5 = $38.529.6a.To find the distribution of joint values, we first must find the joint probabilities.First, find the joint probabilities for each possible combination of weather in the two towns. The weather conditions are independent, therefore, the joint probabilities are the products of the individual probabilities.Possible states Joint probability Rain Rain 0.1 x 0.1=0.01 Rain Warm 0.1 x 0.4=0.04 Rain Hot 0.1 x 0.5=0.05 Warm Rain 0.4 x 0.1=0.04 Warm Warm 0.4 x 0.4=0.16 Warm Hot 0.4 x 0.5=0.20 Hot Rain 0.5 x 0.1=0.05 Hot Warm 0.5 x 0.4=0.20 Hot Hot0.5 x 0.5=0.25Next, note that the revenue when rainy is the same regardless of which town. So, since the state "Rain - Warm" has the same outcome (revenue) as "Warm - Rain", their probabilities can be added. The same is true of "Rain - Hot" / "Hot - Rain" and "Warm - Hot" / "Hot - Warm". Thus the joint probabilities arePossible states Joint probabilityRain Rain 0.01Rain Warm 0.08Rain Hot 0.10Warm Warm 0.16Warm Hot 0.40Hot Hot 0.25Finally, the joint values are the sums of the values of the two companies for theparticular state.Possible states Joint valueRain Rain 100,000 + 100,000 $200,000Rain Warm 100,000 + 200,000 300,000Warm Warm 200,000 + 200,000 400,000Rain Hot 100,000 + 400,000 500,000Warm Hot 200,000 + 400,000 600,000Hot Hot 400,000 + 400,000 800,000b. Recall, if a firm cannot service its debt, the bondholders receive the value of theassets. Thus, the value of the debt is the value of the company if the face value of the debt is greater than the value of the company. If the value of the company is greaterthan the value of the debt, the value of the debt is its face value. Here the value of the common stock is always the residual value of the firm over the value of the debt.Joint Prob. Joint Value Debt Value Stock Value0.01 $200,000 $200,000 $00.08 300,000 300,000 00.16 400,000 400,000 00.10 500,000 400,000 100,0000.40 600,000 400,000 200,0000.25 800,000 400,000 400,000c. To show that the value of the combined firm is the sum of the individual values, youmust show that the expected joint value is equal to the sum of the separate expectedvalues.Expected joint value = 0.01($200,000) + 0.08($300,000) + 0.16($400,000) +0.10($500,000) + 0.40($600,000) + 0.25($800,000)= $580,000Since the firms are identical, the sum of the expected values should be twice theexpected value of either.Expected individual value = 0.1($100,000) + 0.4($200,000) + 0.5($400,000)= $290,000Expected combined value = 2 ($290,000) = $580,000which is the same as the expected joint valued. The bondholders are better off if the value of the debt after the merger is greater thanthe value of the debt before the merger.Value of the debt before the merger:debt value, either com pany = 0.1($100,000) + 0.4($200,000) + 0.5($200,000)= $190,000T otal debt value, pre-m erger = 2($190,000)= $380,000To get the expected debt value, post-merger, find the weighted average of the debtvalues under the 6 possible states:debt value, post-m erger = 0.01($200,000) + 0.08($300,000) + 0.16($400,000)+ 0.10($400,000) + 0.40($400,000) +0.25($400,000)= $390,000The bondholders are $10,000 better off after the merger.29.7 The decision hinges upon the risk of surviving. That is, consider the wealth transferfrom bondholders to stockholders when risky projects are undertaken. High-riskprojects will reduce the expected value of the bondholders’ claims on the firm. Thetelecommunications business is riskier than the utilities business.If the total value of the firm does not change, the increase in risk should favor thestockholder. Hence, management should approve this transaction.If the total value of the firm drops because of the transaction, and the wealth effect islower than the reduction in total value, management should reject the project.29.8 If the market is “smart,” the P/E ratio will not be constant.a. Value = $2,500 + $1,000 = $3,500b. EPS = Post-merger earnings / Total number of shares=($100 + $100)/200 =$1c. Price per share = Value/Total number of shares=$3,500/200 =$17.50d. If the market is “fooled,” the P/E ratio will be constant at 25.EPS = Post-merger earnings / Total number of shares= $200/200 = $1.00Price = P/E * EPS = 25 * $1 = $25Value = Post-merger Price * Total number of shares= $25 * 200 = $5,00029.9 a. After the merger, Arcadia Financial will have 130,000 [=10,000 + (50,000)(6/10)]shares outstanding. The earnings of the combined firm will be $325,000. Theearnings per share of the combined firm will be $2.50 (=$325,000/130,000). Theacquisition will increase the EPS for the stockholders from $2.25 to $2.50.b. There will be no effect on the original Arcadia stockholders. No synergies exist inthis merger since Arcadia is buying Coldran at its market price. Examining therelative values of the two firms demonstrates this.First, find the pre-merger stock prices:()16 * $225,000Share price of A rcadia =100,000= $36()10.8 * $100,000S hare price of C oldran =50,000= $21.60Now, compare the relative value of these prices: $21.6/$36 = 0.6.Since the problem states that Coldran’s shareholders receive 0.6 shares of Arcadia forevery share of Coldran, no synergies exist.29.10 a.The synergy will be the present value of the incremental cash flows of the proposed purchase. Since the cash flows are perpetual, this amount is000,500,7$08.0000,600$=b.The value of Flash-in-the-Pan to Fly-by-Night is the synergy plus the current market value of Flash-in-the-Pan.V $7,500,000 $20,000,000 $27,500,000=+=c. The value of each alternative is:C ash alternative = $15,000,000Stock alternative = 0.25 ($27,500,000 + $35,000,000)= $15,625,000d. Since these values are already in PV terms, the NPVs are simply Value - Cost:N PV of cash alternative $27,500,000 - $15,000,000$12,500,000N PV of stock alternative $27,500,000 - $15,625,000$11,875,000====e.Use the cash alternative, because its NPV is greater.29.11 a.The value of Portland Industries before the merger is $9,000,000 (=750,000x12).Recall that the discounted value of CF's growing at a constant rate is given by()C F 1+g PV =r-gwhere r is the risk-adjusted discount, and g is the growth rate.We can use this to determine the effect of the changed growth rate, but first we must find the value of r for Portland:Since the value of Portland is also the value of the expected future dividends, we can write using the above :$1.80*250,000*1.05$9,000,000 =(r 0.05)-and solving for r, find r = 0.1025Then, applying the new growth rate, find the value of Portland Industries after the merger is($1.80*250,000)1.07V alue (0.10250.07)$14,815,385=-=This is the value of Portland Industries to Freeport.b.NPV= Gain - Cost= V alue of Portland - (Price * #shares)= $14,815,385 - ($40 * 250, 000)= $ 4,815,385c.If Freeport offers stock, the value of Portland Industries to Freeport is the same, but the cost differs:Value of the combined firm =(Value of Freeport before merger) + (Value of Portland to Freeport) = $15 * 1,000,000 + $14,815,385 = $29,815,385Cost = (Fraction of combined firm owned by Portland’s stockholders)* (Value of the combined firm)600,000Fraction of ow nership 1,000,000600,0000.375=+=C ost 0.375*$29,815,385$11,180,769N PV $14,815,385 - $11,180,769$3,634,616====d. From parts b & c, we have:NPV(cash offer)4,815,385NPV(stock offer)3,634,616==Therefore, the acquisition should be attempted with a cash offer since it provides a higher NPV.e.Recalculate the value found in part a for Portland, with a revised growth of 6%, instead of 7%:($1.80*250,000)1.06V alue (0.10250.06)$11,223,529=-=This is the revised value of Portland Industries to Freeport.Then, the revised NPV(cash offer) :NPV= Gain-Cost=$11,223,529 - ($40x250,000)=$1,223,529Now find the revised NPV(stock offer):As with the 7% version, if Freeport offers stock, the value of Portland Industries to Freeport is the same, but the cost differs.Value of the combined firm =(Value of Freeport before merger) + (Value of Portland to Freeport) = $15 * 1,000,000 + $11,223,529 = $26,223,529Cost = (Fraction of combined firm owned by Portland’s stockholders)* (Value of the combined firm)600,000Fraction of ow nership 1,000,000600,0000.375=+=C ost 0.375*$26,223,529$9,833,823N PV $11,223,529 - $9,833,823$1,389,706====So, now we haveNPV(cash offer)1,223,529NPV(stock offer)1,389,706==The acquisition should be attempted with a stock offer since it provides a higher NPV.29.12 a.Number of shares after acquisition (in millions)= 30 + 15 = 45Stock price of Harrods after acquisition:value 1,000 Price == = 22.22 pounds# shares45b. Let α= fraction of ownership. Then,α* 1 billion = 300 million α= 30%N ew Shares IssuedFractional ow nership N ew Shares Issued + O ld SharesN ew Shares Issued30%N ew Shares Issued 30 m illionN ew Shares Issued =12.86 m illion==+So, the exchange ratio isnew shares 12.86.643shares in acquired firm20==which we can also write as 12.86 : 20 = 0.643 : 1The proper exchange ratio should be 0.643 to make the stock offer’s value t o Selfridge equivalent to the cash offer.29.13To evaluate this proposal, look at the present value of the incremental cash flows.First, using the information in the problem and in the table for cash projections for Company B, fill in the table of Cash Flows to Company A (in $ million) Year 0 1 2 3 4 5 Acquisition of B -550 Dividends from B 150 32 5 20 30 45 Tax-loss carryforwards 25 25 Terminal value 600 Total -400 32 30 45 30 645The additional cash flows from the tax-loss carry forwards and the proposed level of debt should be discounted at the cost of debt because they are determined with very little uncertainty.The after-tax cash flows are subject to normal business risk and must be discounted at a normal rate.bond 8%6%8%0.25β-==29.13 (continued)20.25 1.25*0.751com pany β=+=Discount rate for normal operations:r = 6% + 8% (1) = 14%To find the discount rate for dividends:The new beta coefficient for the company, 1, must be the weighted average of the debt beta and the stock beta.com pany debt debt stock stockstock stockstock w eight *w eight *1 = 0.5(0.25) + 0.5()so, solving for = 1.75ββββββ=+and now we have:r = 6% + 8%(1.75) = 20%Putting all this together for the total NPV (in millions):2.21$17.204$43.467$85.19$43.21$08.18$47.14$57.11$47.3$67.26$400$)08.1(300$)14.1(900$)08.1(25$)08.1(25$)2.1(45$)2.1(30$2.1(20$)2.1(5$2.132$400$NPV 5532543)2-=-++++++++-=-++++++++-=Because the NPV of the acquisition is negative, Company A should not acquire Company B.29.14The commonly used defensive tactics by target-firm managers include: i. corporate charter amendments like super-majority amendment or staggering the election of board members. ii. repurchase standstill agreements. iii. exclusionary self-tenders.iv. going private and leveraged buyouts.v. other devices like golden parachutes, scorched earth strategy, poison pill, ..., etc.Mini Case:U.S.Steel’s case.You have 3 choices: tender, or do not tender or sell in the market. If you do sell your shares in the market, at some point somebody else would need to make a decision to “tender” or “not tender” as well.It is important to recognize that the firm has about 60 million shares outstanding (since 30 million shares will give US Steel 50.1% of Marathon shares).Let’s consider the possible selling prices, which you will receive for each of the following scenarios:US Steel Tender offerIf US Steel’s tender offer fails, you are equally well off since your share value is determined by the market price.If you choose not to tender, and 30 million shares were tendered, US Steel succeeds to gain 50.1% control, you will only receive $85 a share.If you do tender, the price you will receive will be no worse than $85 a share and can be as high as $125 a share.Depending on the number of shares tendered, you will receive one of the following prices.If only 50.1% tendered, you will get $125 per share.If the shares tendered exceed 50.1% but less than 100%, you will get more than $105 a share.If all 60 million shares were tendered, you will get $105 per share:()()85$6030125$6030+It is clear that, in the above 3 cases, when you are not sure about whether US Steel will succeed or not, you will be better off to tender your shares than not tender. This is because at best, you will only receive $85 per share if you choose not to tender.。

FINC6017_Merger and Acquisition_2009 Semester 1_Week 8_Workshop Questions

merger and acquisition新

merge and acquisition 操作流程 中常用到的英文

MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)

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(完整版)企业并购财务问题分析外文文献及翻译

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财务分析外文文献

merger and acquisition

MergersandAcquisition(高级公司财务—兼并和收购—英文版课件)

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罗斯《公司理财》英文习题答案DOCchap030

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MERGERS AND ACQUISITIONS【外文翻译】

Corporate Finance 第7版 答案Ch029

merge and acquisition 操作流程中常用到的英文

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Corporate Finance 第7版答案Ch029