Chapter_8收购、兼并和重组课后题目
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Applying Relative, Asset Oriented, and Real Option Valuation Methods to Mergers and Acquisitions
You earn a living by what you get, but you build a life by what you give. —Winston Churchill
Relationship Between DCF and Market Multiples
Perpetuity DCF Model and P (price per share)/E (earnings per share) ratios: P = E / ke (perpetuity model), dividing both sides by E gives P / E = $1 / ke, which is the amount investors are willing to pay for $1 of earnings in perpetuity ex. If E = $1, the earnings payout ratio is 100%, and ke is 10%, then P / E = $1 / .10 = $10 per dollar of earnings
Col. 2
8.73 7.68 8.05 8.35 6.89 8.73 7.91 10.75
Col. 3
1.17 0.69 0.91 0.61 0.77 0.80 0.36 1.75
Col. 4
3.71 2.17 2.54 1.86 1.59 2.53 0.81 2.10
Col. 1-4
Average Multiple (MVC/VIC) Times
Market-Based Methods: Recent Transactions’ Method1
• Calculation similar to comparable companies’ method, except multiples used to estimate target’s value based on purchase prices of recent transactions of comparable companies. MVT = (MVRT / VIRT) x VIT Where MVT = Market value of target company T MVRT = Market value of the recently acquired comparable company RT VIRT = Measure of value for recently acquired comparable company RT VIT = Measure of value for target company T (MVRT/VIRT) = Market value multiple for the recently acquired comparable company RT • • •
Ch. 14: Valuing Highly Leveraged Transactions
Ch. 18: Cross-Border Transactions
Learning Objectives
• Primary learning objective: To provide students with knowledge of alternatives to discounted cash flow valuation methods, including – Market Approach • Comparable companies • Comparable transactions • Same industry or comparable industry – Asset oriented approach • Tangible book value • Liquidation value • Break-up value – Replacement Cost approach – Weighted average method • Secondary learning objective: Enable students to understand how real options apply to M&As
Repsol YPF Projections (VIT)3 Equals Estimated Mkt. Value of Target3
1Trailing
9.30
$4.38 $40.73
8.39
$3.27 $27.44
0.88
$92.66 $81.54
2.16
$26.49 $57.22 $51.73
Constant Growth DCF Model and P/E ratios: PV = E (1 + g) / (ke – g) (constant growth model), dividing both sides by E P / E = $1(1 + g) / (ke – g), the amount investors are willing to pay for $1 of earnings growing at a constant growth rate g. ex. If E = $1, the earnings payout ratio is 100%, ke is 10%, and the earnings growth rate is 5%, then P / E = $1 x 1.00 x (1.05) / (.10 - .05) = $21 per dollar of earnings. Key Point: When comparing firms with different P/E ratios, which is more attractive depends on the expected earnings growth rate, payout ratio, and rate at which earnings can be reinvested.
来自百度文库
1Comparable
companies may include those with profitability, risk, and growth characteristics similar to the target firm; they are not necessarily found in the same industry as the target firm. Risk may be measured by the beta and the D/E or D/TC ratios. 2To identify comparable firms, calculate correlation coefficients with respect to revenue, profit, or cash flows of firms in the same or similar industries.
Part IV: Deal Structuring and Financing
Part V: Alternative Business and Restructuring Strategies
Ch. 1: Motivations for M&A
Ch. 4: Business and Acquisition Plans
1Also
Most accurate method whenever the transaction is truly comparable and very recent. Major limitation is that truly comparable recent transactions are rare. Valuations based on this method already include a purchase price premium
Market-Based Methods: Comparable Company Example
Exhibit 8-1. Valuing Repsol YPF Using Comparable Integrated Oil Companies Target Valuation Based on Following Multiples (MVC/VIC): Comparable Company Trailing P/E1 Forward P/E2 Price/Sales Price/Book Average
Ch. 6: M&A Postclosing Integration
Ch. 9: Financial Modeling Techniques
Ch. 13: Financing the Deal
Ch. 17: Bankruptcy and Liquidation
Ch. 10: Private Company Valuation
Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring Activities
Part I: M&A Environment
Part II: M&A Process
Part III: M&A Valuation and Modeling
Ch. 7: Discounted Cash Flow Valuation
Ch. 11: Payment and Legal Considerations
Ch. 15: Business Alliances
Ch. 2: Regulatory Considerations
Ch. 5: Search through Closing Activities
Ch. 8: Relative Valuation Methodologies
Ch. 12: Accounting & Tax Considerations
Ch. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-Outs
Ch. 3: Takeover Tactics, Defenses, and Corporate Governance
52 week average. 2Projected 52 week average. 3Billions of Dollars. Key Points: 1. Firm valuation differs significantly depending on valuation multiple used. 2. Valuation estimates require addition of a purchase price premium.
Applying Market-Based (Relative Valuation) Methods1
MVT = (MVC / VIC) x VIT
Where MVT MVC VIC VIT (MVC/VIC) = Market value of target company = Market value of the comparable company C2 = Measure of value for comparable company C = Measure of value for company T = Market value multiple for the comparable company
Col. 1
Exxon Mobil Corp (XOM) British Petroleum (BP) Chevron Corp (CVX) Royal Dutch Shell (RDS-B) ConocoPhillips (COP) Total SA (TOT) Eni SpA (E) PetroChina Co. (PTR) 11.25 9.18 10.79 7.36 11.92 8.75 3.17 11.96
You earn a living by what you get, but you build a life by what you give. —Winston Churchill
Relationship Between DCF and Market Multiples
Perpetuity DCF Model and P (price per share)/E (earnings per share) ratios: P = E / ke (perpetuity model), dividing both sides by E gives P / E = $1 / ke, which is the amount investors are willing to pay for $1 of earnings in perpetuity ex. If E = $1, the earnings payout ratio is 100%, and ke is 10%, then P / E = $1 / .10 = $10 per dollar of earnings
Col. 2
8.73 7.68 8.05 8.35 6.89 8.73 7.91 10.75
Col. 3
1.17 0.69 0.91 0.61 0.77 0.80 0.36 1.75
Col. 4
3.71 2.17 2.54 1.86 1.59 2.53 0.81 2.10
Col. 1-4
Average Multiple (MVC/VIC) Times
Market-Based Methods: Recent Transactions’ Method1
• Calculation similar to comparable companies’ method, except multiples used to estimate target’s value based on purchase prices of recent transactions of comparable companies. MVT = (MVRT / VIRT) x VIT Where MVT = Market value of target company T MVRT = Market value of the recently acquired comparable company RT VIRT = Measure of value for recently acquired comparable company RT VIT = Measure of value for target company T (MVRT/VIRT) = Market value multiple for the recently acquired comparable company RT • • •
Ch. 14: Valuing Highly Leveraged Transactions
Ch. 18: Cross-Border Transactions
Learning Objectives
• Primary learning objective: To provide students with knowledge of alternatives to discounted cash flow valuation methods, including – Market Approach • Comparable companies • Comparable transactions • Same industry or comparable industry – Asset oriented approach • Tangible book value • Liquidation value • Break-up value – Replacement Cost approach – Weighted average method • Secondary learning objective: Enable students to understand how real options apply to M&As
Repsol YPF Projections (VIT)3 Equals Estimated Mkt. Value of Target3
1Trailing
9.30
$4.38 $40.73
8.39
$3.27 $27.44
0.88
$92.66 $81.54
2.16
$26.49 $57.22 $51.73
Constant Growth DCF Model and P/E ratios: PV = E (1 + g) / (ke – g) (constant growth model), dividing both sides by E P / E = $1(1 + g) / (ke – g), the amount investors are willing to pay for $1 of earnings growing at a constant growth rate g. ex. If E = $1, the earnings payout ratio is 100%, ke is 10%, and the earnings growth rate is 5%, then P / E = $1 x 1.00 x (1.05) / (.10 - .05) = $21 per dollar of earnings. Key Point: When comparing firms with different P/E ratios, which is more attractive depends on the expected earnings growth rate, payout ratio, and rate at which earnings can be reinvested.
来自百度文库
1Comparable
companies may include those with profitability, risk, and growth characteristics similar to the target firm; they are not necessarily found in the same industry as the target firm. Risk may be measured by the beta and the D/E or D/TC ratios. 2To identify comparable firms, calculate correlation coefficients with respect to revenue, profit, or cash flows of firms in the same or similar industries.
Part IV: Deal Structuring and Financing
Part V: Alternative Business and Restructuring Strategies
Ch. 1: Motivations for M&A
Ch. 4: Business and Acquisition Plans
1Also
Most accurate method whenever the transaction is truly comparable and very recent. Major limitation is that truly comparable recent transactions are rare. Valuations based on this method already include a purchase price premium
Market-Based Methods: Comparable Company Example
Exhibit 8-1. Valuing Repsol YPF Using Comparable Integrated Oil Companies Target Valuation Based on Following Multiples (MVC/VIC): Comparable Company Trailing P/E1 Forward P/E2 Price/Sales Price/Book Average
Ch. 6: M&A Postclosing Integration
Ch. 9: Financial Modeling Techniques
Ch. 13: Financing the Deal
Ch. 17: Bankruptcy and Liquidation
Ch. 10: Private Company Valuation
Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring Activities
Part I: M&A Environment
Part II: M&A Process
Part III: M&A Valuation and Modeling
Ch. 7: Discounted Cash Flow Valuation
Ch. 11: Payment and Legal Considerations
Ch. 15: Business Alliances
Ch. 2: Regulatory Considerations
Ch. 5: Search through Closing Activities
Ch. 8: Relative Valuation Methodologies
Ch. 12: Accounting & Tax Considerations
Ch. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-Outs
Ch. 3: Takeover Tactics, Defenses, and Corporate Governance
52 week average. 2Projected 52 week average. 3Billions of Dollars. Key Points: 1. Firm valuation differs significantly depending on valuation multiple used. 2. Valuation estimates require addition of a purchase price premium.
Applying Market-Based (Relative Valuation) Methods1
MVT = (MVC / VIC) x VIT
Where MVT MVC VIC VIT (MVC/VIC) = Market value of target company = Market value of the comparable company C2 = Measure of value for comparable company C = Measure of value for company T = Market value multiple for the comparable company
Col. 1
Exxon Mobil Corp (XOM) British Petroleum (BP) Chevron Corp (CVX) Royal Dutch Shell (RDS-B) ConocoPhillips (COP) Total SA (TOT) Eni SpA (E) PetroChina Co. (PTR) 11.25 9.18 10.79 7.36 11.92 8.75 3.17 11.96