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1、McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-0Chapter Outline30.1 The Basic Forms of Acquisitions30.2 The Tax Forms of Acquisitions30.3 Accounting for Acquisitions30.4 Determining the Synergy from an Acquisition30.5 Source of Synergy from Acquisitions30.6 C
2、alculating the Value of the Firm after an Acquisition30.7 A Cost to Stockholders from Reduction in Risk30.8 Two Bad Reasons for Mergers30.9 The NPV of a Merger30.10 Defensive Tactics30.11 Some Evidence on Acquisitions30.12 The Japanese Keiretsu30.13 Summary and ConclusionsMcGraw-Hill/IrwinCopyright
3、2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-130.1 The Basic Forms of AcquisitionsThere are three basic legal procedures that one firm can use to acquire another firm:MergerAcquisition of StockAcquisition of AssetsMcGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All r
4、ights reserved.30-2Varieties of TakeoversTakeoversAcquisitionProxy ContestGoing Private(LBO)MergerAcquisition of StockAcquisition of AssetsMcGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-330.2 The Tax Forms of AcquisitionsIf it is a taxable acquisition,selling
5、 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.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-430.3 Acco
6、unting for AcquisitionsThe Purchase MethodThe source of much“goodwill”Pooling of InterestsPooling 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 u
7、nder other financing arrangements.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-530.4 Determining the Synergy from an AcquisitionMost acquisitions fail to create value for the acquirer.The main reason why they do not lies in failures to integrate two compani
8、es after a merger.Intellectual capital often walks out the door when acquisitions arent 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.McGraw-Hill/IrwinCopyright
9、2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-630.5 Source of Synergy from AcquisitionsRevenue EnhancementCost ReductionIncluding replacing ineffective managers.Tax Gains Net Operating LossesUnused Debt CapacityThe Cost of CapitalEconomies of Scale in Underwriting.McGraw-Hill/IrwinCop
10、yright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-730.6 Calculating the Value of the Firm after an AcquisitionAvoiding MistakesDo not Ignore Market ValuesEstimate only Incremental Cash FlowsUse the Correct Discount RateDont Forget Transactions CostsMcGraw-Hill/IrwinCopyright 2002 b
11、y The McGraw-Hill Companies,Inc.All rights reserved.30-830.7 A Cost to Stockholders from Reduction in RiskThe Base CaseIf two all-equity firms merge,there is no transfer of synergies to bondholders,but if One Firm has DebtThe value of the levered shareholders call option falls.How Can Shareholders R
12、educe their Losses from the Coinsurance Effect?Retire debt pre-merger.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-930.8 Two Bad Reasons for MergersEarnings GrowthOnly an accounting illusion.DiversificationShareholders who wish to diversify can accomplish t
13、his at much lower cost with one phone call to their broker than can management with a takeover.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-1030.9 The NPV of a MergerTypically,a firm would use NPV analysis when making acquisitions.The analysis is straightfo
14、rward with a cash offer,but gets complicated when the consideration is stock.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-11The NPV of a Merger:CashNPV of merger to acquirer=Synergy Premium Premium=Price paid for B-VBNPV of merger to acquirer=Synergy-Premiu
15、mMcGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-12The NPV of a Merger:Common StockThe analysis gets muddied up because we need to consider the post-merger value of those shares were giving away.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.
16、All rights reserved.30-13Cash versus Common StockOvervaluationIf the target firm shares are too pricey to buy with cash,then go with stock.TaxesCash acquisitions usually trigger taxes.Stock acquisitions are usually tax-free.Sharing Gains from the MergerWith a cash transaction,the target firm shareho
17、lders are not entitled to any downstream synergies.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-1430.10 Defensive TacticsTarget-firm managers frequently resist takeover attempts.It can start with press releases and mailings to shareholders that present mana
18、gements viewpoint and escalate to legal action.Management resistance may represent the pursuit of self interest at the expense of shareholders.Resistance may benefit shareholders in the end if it results in a higher offer premium from the bidding firm or another bidder.McGraw-Hill/IrwinCopyright 200
19、2 by The McGraw-Hill Companies,Inc.All rights reserved.30-15DivestituresThe 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 cashSpinoff:parent company dist
20、ributes 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.McGraw-Hill/IrwinCopyri
21、ght 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-16The Corporate CharterThe corporate charter establishes the conditions that allow a takeover.Target firms frequently amend corporate charters to make acquisitions more difficult.ExamplesStaggering the terms of the board of directors.R
22、equiring a supermajority shareholder approval of an acquisitionMcGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-17Repurchase Standstill AgreementsIn a targeted repurchase the firm buys back its own stock from a potential acquirer,often at a premium.Critics of s
23、uch payments label them greenmail.Standstill agreements are contracts where the bidding firm agrees to limit its holdings of another firm.These usually leads to cessation of takeover attempts.When the market decides that the target is out of play,the stock price falls.McGraw-Hill/IrwinCopyright 2002
24、 by The McGraw-Hill Companies,Inc.All rights reserved.30-18Exclusionary Self-TendersThe opposite of a targeted repurchase.The target firm makes a tender offer for its own stock while excluding targeted shareholders.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.
25、30-19Going Private and LBOsIf the existing management buys the firm from the shareholders and takes it private.If it is financed with a lot of debt,it is a leveraged buyout(LBO).The extra debt provides a tax deduction for the new owners,while at the same time turning the pervious managers into owner
26、s.This reduces the agency costs of equityMcGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-20Other Devices and the Jargon of Corporate TakeoversGolden parachutes are compensation to outgoing target firm management.Crown jewels are the major assets of the target.
27、If the target firm management is desperate enough,they will sell off the crown jewels.Poison pills are measures of true desperation to make the firm unattractive to bidders.They reduce shareholder wealth.One example of a poison pill is giving the shareholders in a target firm the right to buy shares
28、 in the merged firm at a bargain price,contingent on another firm acquiring control.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-2130.11 Some Evidence on Acquisitions:The Short RunTakeoverSuccessfulUnsuccessfulTechniqueTargetsBiddersTargetsBiddersTender off
29、er 30%4%-3%-1%Merger20%0%-3%-5%Proxy contest8%NA8%NAMcGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-2230.11 Some Evidence on Acquisitions:The Long RunIn the long run,the shareholders of acquiring firms experience below average returns.Cash-financed mergers are
30、 different than stock-financed mergers.Acquirers can be friendly or hostile.The shares of hostile cash acquirers outperformed those of friendly cash acquirers.One explanation is that unfriendly cash bidders are more likely to replace poor management.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill
31、 Companies,Inc.All rights reserved.30-2330.12 The Japanese KeiretsuKeiretsu are reciprocal shareholding and trading agreements between firms.Usually a group of firms affiliated around a large bank,industrial firm,or trading firm.Nobody knows for sure if forming a keiretsu pays off or not.McGraw-Hill
32、/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-2430.13 Summary and ConclusionsThe three legal forms of acquisition are1.Merger and consolidation2.Acquisition of stock3.Acquisition of assetsM&A requires an understanding of complicated tax and accounting rules.The synergy
33、 from a merger is the value of the combined firm less the value of the two firms as separate entities.McGraw-Hill/IrwinCopyright 2002 by The McGraw-Hill Companies,Inc.All rights reserved.30-2530.13 Summary and ConclusionsThe possible synergies of an acquisition come from the following:Revenue enhancementCost reductionLower taxesLower cost of capitalThe reduction in risk may actually help existing bondholders at the expense of shareholders.