Mergers and Divestitures参考.ppt

* * * * * * * * * * ? 2013 Cengage Learning. All Rights Reserved. May not be scanned, copied, or duplicated, or posted to a publicly accessible website, in whole or in part. ? 2013 Cengage Learning. All Rights Reserved. May not be scanned, copied, or duplicated, or posted to a publicly accessible website, in whole or in part. ? 2013 Cengage Learning. All Rights Reserved. May not be scanned, copied, or duplicated, or posted to a publicly accessible website, in whole or in part. ? 2013 Cengage Learning. All Rights Reserved. May not be scanned, copied, or duplicated, or posted to a publicly accessible website, in whole or in part. Mergers and Divestitures Types of Mergers Merger Analysis Role of Investment Bankers Corporate Alliances Private Equity Investments and Divestitures Chapter 21 21-* What are some good reasons for mergers? Synergy: value of the whole exceeds sum of the parts. Could arise from: Operating economies Financial economies Differential management efficiency Increased market power Taxes (use accumulated losses) Break-up value: assets would be more valuable if sold to some other company. 21-* What are some questionable reasons for mergers? Diversification Purchase of assets at below-replacement cost Get bigger using debt-financed mergers to help fight off takeovers 21-* What is the difference between a “friendly” and a “hostile” merger? Friendly merger The merger is supported by the managements of both firms. Hostile merger Target firm’s management resists the merger. Acquirer must go directly to the target firm’s stockholders and try to get 51% to tender their shares. Often, mergers that start out hostile end up as friendly when offer price is raised. 21-* Merger Analysis:Post-Merger Cash Flow Statements 2012 2013 2014 2015 Net sales $60.0 $90.0 $112.5 $127.5 - Cost of goods sold 36.0 54.0 67.5 76.5 - Selling/admin exp 4.5 6.0 7.5 9.0 - Interest expense 3.0 4.5 4.5 6.0 EBT 16.5 25.5 33.0 36.0 - Taxes 6.6 10.2 13.2 14.4 Net income 9.9 15.3 19.8 2