公司理财ppt-30

30-1
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
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Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-7
30.5 Source of Synergy from Acquisitions
• Revenue Enhancement • Cost Reduction
• How Can Shareholders Reduce their Losses from the Coinsurance Effect?
– Retire debt pre-merger.
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30-10
30.8 Two "Bad" Reasons for Mergers
• Earnings Growth
– Only an accounting illusion.
• 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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Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-6
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.
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Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-13
The NPV of a Merger: Common Stock
• The analysis gets muddied up because we need to consider the post-merger value of those shares we’re giving away.
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Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-5
30.3 Accounting for Acquisitions
• The Purchase Method
– The source of much “goodwill”
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Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-9
30.7 A Cost to Stockholders from Reduction in Risk
• The Base Case
Merger
Acquisition Acquisition of Stock Acquisition of Assets
Takeovers
Proxy Contest Going Private (LBO)
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Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
– If two all-equity firms merge, there is no transfer of synergies to bondholders, but if…
• One Firm has Debt
– The value of the levered shareholder’s call option falls.
Target firm payout New firm value
New shares issued Old shares New shares issued
McGraw-Hill/Irwin
McGraw-Hill/Irwin
Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-2
30.1 The Basic Forms of Acquisitions
• There are three basic legal procedures that one firm can use to acquire another firm:
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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.
– Intellectual capital often walks out the door when acquisitions aren't 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.
30-0
Chapter Thirty
Corporate Finance Mergers and Acquisitions
Ross Westerfield Jaffe
Sixth Edition
30
Sixth Edition
McGraw-Hill/Irwin
Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
McGraw-Hill/Irwin
Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-8
30.6 Calculating the Value of the Firm after an Acquisition
– Including replacing ineffective managers.
• Tax Gains
– Net Operating Losses – Unused Debt Capacity
• The Cost of Capital
– Economies of Scale in Underwriting.
McGraw-Hill/Irwin
Copyright © 2002 by The McGraw-Hill Companies, Inc. All rights reserved.
30-12
The NPV of a Merger: Cash
NPV of merger to acquirer =
Synergy VAB (VA VB )
Synergy – Premium
Premium = Price paid for B - VB
NPV of merger to acquirer = Synergy - Premium
VAB (VA VB ) [Price paid for B VB ] VAB VA VB Price paid for B VB VAB VA Price paid for B