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Chapter Thirty
Finance
Mergers andCorporate
Acquisitions
Ross Westerfield Jaffe
30
Sixth Edition
Prepared by
Gady Jacoby
University of Manitoba
and
Sebouh Aintablian
American University of
Beirut
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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 Summary and Conclusions
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Merger or Consolidation
A merger refers to the absorption of one firm by another. The
acquiring firm retains its name and identity, and acquires all
the assets and liabilities of the acquired firm. After the
merger, the acquired firm ceases to exist as a separate entity.
A consolidation is the same as a merger except that an
entirely new firm is created. In a consolidation, both the
acquiring firm and the acquired firm terminate their previous
legal existence.
An advantage of using a merger to acquire a firm is that it is
legally straightforward and does not cost as much as other
forms of acquisition.
A disadvantage is that a merger must be approved by a vote
of the shareholders of each firm.
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Acquisition of Stock
A firm can acquire another firm by purchasing
target firms voting stock in exchange for cash,
shares of stock, or other securities.
A tender offer is a public offer to buy shares made
by one firm directly to the shareholders of another
firm.
If the shareholders choose to accept the offer, they tender
their shares by exchanging them for cash or securities.
A tender offer is frequently contingent on the bidders
obtaining some percentage of the total voting shares.
If not enough shares are tendered, then the offer might be
withdrawn or reformulated.
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Acquisition of Assets
One firm can acquire another by buying all of its
assets.
A formal vote of the shareholders of the selling firm
is required.
Advantage of this approach: it avoids the potential
problem of having minority shareholders that may
occur in an acquisition of stock.
Disadvantage of this approach: it involves a costly
legal process of transferring title.
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A Classification Scheme
Financial analysts typically classify acquisitions
into three types:
Horizontal acquisition: when the acquirer and the target
are in the same industry.
Vertical acquisition: when the acquirer and the target are
at different stages of the production process; example: an
airline company acquiring a travel agency.
Conglomerate acquisition: the acquirer and the target are
not related to each other.
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A Note on Takeovers
Takeover is a general and imprecise term referring
to the transfer of control of a firm from one group of
shareholders to another.
Takeover can occur by acquisition, proxy contests,
and going-private transactions.
In a proxy contest, a group of shareholders attempts
to gain controlling seats on the board of directors by
voting in new directors.
A proxy authorizes the proxy holder to vote on all
matters in a shareholders meeting.
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Varieties of Takeovers
Merger
Takeovers
Acquisition
Acquisition of Stock
Proxy Contest
Acquisition of Assets
Going Private
(LBO)
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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.
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Tax Gains
Net Operating Losses
Unused Debt Capacity
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Diversification
Shareholders who wish to diversify can accomplish this
at much lower cost with one phone call to their broker
than can management with a takeover.
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Synergy Premium
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Taxes
Cash acquisitions usually trigger taxes.
Stock acquisitions are usually tax-free.
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Divestitures
The basic idea is to reduce the potential
diversification discount associated with commingled
operations and to increase corporate focus.
Divestiture can take three forms:
Sale of assets: usually for cash
Spinoff: parent company distributes shares of a subsidiary
to shareholders. Shareholders wind up owning shares in two
firms. Sometimes this is done with a public IPO.
Issuance if tracking stock: a class of common stock whose
value is connected to the performance of a particular
segment of the parent company.
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Takeover
Technique
Tender offer
Merger
Proxy contest
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Successful
Targets Bidder
30%
20%
8%
4%
0%
NA
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Mergers 1964--83
Going private
Transactions 1977--89
- Minority buyouts
- Non-controlling bidder
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Target
9%
Bidder
3%
25%
27%
24%
NA
NA
NA
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Revenue enhancement
Cost reduction
Lower taxes
Lower cost of capital
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