悉尼大学兼并与收购课件Lecture 07.ppt

FINC6017 Semester 1 2010 Factors Influencing Choice Among Acquisition Financing Methods Spectrum of Attractive Deals Deal Design Deal design is in part: An engineering problem of optimising over multiple objectives and constraints Price is not the only decision variable in these optimisation problems A dynamic bargaining problem, looking for a structure that will satisfy both sides A system where each component interacts Changing in one part of the system will have effects in the whole structure Desirable Elements in a Deal Deal should: Create value (synergies) Improve reported financial results (avoid/minimise dilution) Improve control (avoid voting dilution) Build financial flexibility (financial synergies) Hedge security price risk (Share price movements) Preserve and improve competitive standing Manage signals to capital markets Manage Incentives (Intellectual capital) Enhance governance and management structure Implications There is no best deal Trade-offs are driven by constraints and relative bargaining positions Deal design is a learning process Feedback is key Speed and momentum can be both virtue and a vice Simplicity and complexity Feedback Loop of Deal Design Workshop Question Q1 Suppose Microsoft Corporation (MSFT), the largest software company in the world wants to acquire Exxon Mobil (XOM) the largest oil and gas company in the world. Microsoft is currently trading at $25.96 and Exxon-Mobil at $38.31 per share. Microsoft’s earnings are at $9.6 billion, and Exxon’s, at $15.4 billion. Synergies of $1.25 billion are expected. Shares outstanding are 10.7 billion and 6.68 billion for Microsoft and Exxon, respectively. a) What minimum price/earnings ratio for the new company (i.e. the acquired group) will make a deal justifiable for both parties? Workshop Question Q1 Suppose Exxon Mobil thinks Newco will trade at a P/E ratio of 22 times and that Bill Gates says, “How can Exxon think that by merging with us it can raise it P/E to 22 times? Microsoft thinks