Mergers and Acquisitions参考.ppt

Chapter Outline 30.1 The Basic Forms of Acquisitions 30.2 The Tax Forms of Acquisitions 30.3 Accounting for Acquisitions 30.4 Determining the Synergy from an Acquisition 30.5 Source of Synergy from Acquisitions 30.6 Calculating the Value of the Firm after an Acquisition 30.7 A Cost to Stockholders from Reduction in Risk 30.8 Two Bad Reasons for Mergers 30.9 The NPV of a Merger 30.10 Defensive Tactics 30.11 Some Evidence on Acquisitions 30.12 The Japanese Keiretsu 30.13 Summary and Conclusions 30.1 The Basic Forms of Acquisitions There are three basic legal procedures that one firm can use to acquire another firm: Merger Acquisition of Stock Acquisition of Assets Varieties of Takeovers 30.2 The Tax Forms of Acquisitions If it is a taxable acquisition, selling shareholders need to figure their cost basis and pay taxes on any capital gains. If it is not a taxable event, shareholders are deemed to have exchanged their old shares for new ones of equivalent value. 30.3 Accounting for Acquisitions The Purchase Method The source of much “goodwill” Pooling of Interests Pooling of interest is generally used when the acquiring firm issues voting stock in exchange for at least 90 percent of the outstanding voting stock of the acquired firm. Purchase accounting is generally used under other financing arrangements. 30.4 Determining the Synergy from an Acquisition Most acquisitions fail to create value for the acquirer. The main reason why they do not lies in failures to integrate two companies after a merger. Intellectual capital often walks out the door when acquisitions arent handled carefully. Traditionally, acquisitions deliver value when they allow for scale economies or market power, better products and services in the market, or learning from the new firms. 30.5 Source of Synergy from Acquisitions Revenue Enhancement Cost Reduction Including replacing ineffective managers. Tax Gains Net Operating Losses Unused Debt Capacity The Cost of Capital Economies of Scale in Und