公司金融_Mergers and Acquisitions经典.ppt

演示课件 演示课件 演示课件 演示课件 演示课件 演示课件 演示课件 Class 11 Mergers and Acquisitions Daniel Sungyeon Kim Peking University HSBC Business School 演示课件 There are three basic legal procedures that one firm can use to acquire another firm: Merger or Consolidation Acquisition of Stock Acquisition of Assets 演示课件 Merger One firm is acquired by another Acquiring firm retains name and acquired firm ceases to exist Advantage – legally simple Disadvantage – must be approved by stockholders of both firms Recent examples Washington Mutual was merged with JPMorgan Chase on September 25, 2008 Northwest Airlines was merged with Delta Airlines on October 29, 2008 AirTran was merged with Southwest airlines on September 27, 2010. 演示课件 Consolidation Entirely new firm is created from combination of existing firms Both the acquiring firm and the acquired firm terminate their legal existence and become part of the new company. Two Examples JPMorgan and Chase were consolidated in 2000 and JPMorgan Chase was created. AOL and Time Warner was consolidated in 2001 and AOL Time Warner was created. (On May 28, 2009, Time Warner announced that it would spin off AOL on December 9, 2009). 演示课件 A firm can acquire another firm through purchasing voting shares of the firm’s stock Tender offer – public offer to buy shares Stock acquisition No stockholder vote required Can deal directly with stockholders, even if management is unfriendly Classifications Horizontal – both firms are in the same industry Vertical – firms are in different stages of the production process Conglomerate – firms are unrelated 演示课件 A firm can be acquired by another through selling all of its assets. The acquired firm may not vanish since its “shell” may be retained. A formal vote of the target shareholders is needed. 演示课件 The most important motivation for acquisitions is that synergy could be created. Most acquisitions actually fail to create value for the acquirer. Synergy is the source of benefit to stockholders. …but more than 50%