Mergers and Acquisition RWJ Chp 30

1. Mergers and AcquisitionRWJ Chp 30

2. The Basic Forms of Acquisitions • There are three basic legal procedures that one firm can use to acquire another firm: • Merger • Acquisition of Shares • Acquisition of Assets

3. Merger Acquisition Acquisition of Shares Proxy Contest Acquisition of Assets Going Private (LBO) Varieties of Takeovers Takeovers

4. 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.

5. Accounting for Acquisitions • The Purchase Method • The source of much “goodwill” • Pooling of Interests • Pooling of interest is generally used when the acquiring firm issues voting shares in exchange for at least 90 percent of the outstanding voting shares of the acquired firm. • Purchase accounting is generally used under other financing arrangements.

6. 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. • 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.

7. Source of Synergy from Acquisitions • Revenue Enhancement • Cost Reduction • Including replacing ineffective managers. • Tax Gains • Net Operating Losses • Unused Debt Capacity • The Cost of Capital • Economies of Scale in Underwriting.

8. Calculating the Value of the Firm after an Acquisition • Avoiding Mistakes • Do not Ignore Market Values • Estimate only Incremental Cash Flows • Use the Correct Discount Rate • Don’t Forget Transactions Costs

9. A Cost to Shareholders from Reduction in Risk • The Base Case • 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. • How Can Shareholders Reduce their Losses from the Coinsurance Effect? • Retire debt pre-merger.

10. 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.

11. The NPV of a Merger • Typically, a firm would use NPV analysis when making acquisitions. • The analysis is straightforward with a cash offer, but gets complicated when the consideration is shares.

12. The NPV of a Merger: Cash Synergy – Premium NPV of merger to acquirer = Premium = Price paid for B - VB NPV of merger to acquirer = Synergy - Premium

13. The NPV of a Merger: Ordinary Shares • The analysis gets muddied up because we need to consider the post-merger value of those shares we’re giving away.

14. Cash versus Ordinary Shares • Overvaluation • If the target firm shares are too pricey to buy with cash, then go with shares. • Taxes • Cash acquisitions usually trigger taxes. • shares acquisitions are usually tax-free. • Sharing Gains from the Merger • With a cash transaction, the target firm shareholders are not entitled to any downstream synergies.

15. Defensive Tactics • Target-firm managers frequently resist takeover attempts. • It can start with press releases and mailings to shareholders that present management’s 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.

16. 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 shares: a class of common shares whose value is connected to the performance of a particular segment of the parent company.

17. The Corporate Charter • The corporate charter establishes the conditions that allow a takeover. • Target firms frequently amend corporate charters to make acquisitions more difficult. • Examples • Staggering the terms of the board of directors. • Requiring a supermajority shareholder approval of an acquisition

18. Repurchase Standstill Agreements • In a targeted repurchase the firm buys back its own shares from a potential acquirer, often at a premium. • Critics of such 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 shares price falls.

19. Exclusionary Self-Tenders • The opposite of a targeted repurchase. • The target firm makes a tender offer for its own shares while excluding targeted shareholders.

20. Going Private and LBOs • If 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 owners. • This reduces the agency costs of equity

21. Other Devices and the Jargon of Corporate Takeovers • Golden parachutes are compensation to outgoing target firm management. • Crown jewels are the major assets of the target. 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 in the merged firm at a bargain price, contingent on another firm acquiring control.

22. Example 1 Lam’s share is trading for RM50 a share while Yeoh’s share goes for RM25 a share. Lam’s EPS is RM1 while Yeoh’s EPS is RM2.50. Both are 100% equity financed. Both companies have one million shares of stock outstanding. • What is the post-merger EPS, If Lam can acquire Yeoh’s in an exchange based on market value, what should be the post‑merger EPS? b. Suppose Lam pays a premium of 20% in excess of Yeoh's current market value. How many shares of Lam must be given to Yeoh’s shareholders for each of their shares?

23. c. Based on your results in b, what will Lam’s EPS be after it acquires Yeoh? d. If Yeoh were to acquire Lam by offering a 20% premium in excess of Lam’s current market price, how many shares of stock would Yeoh have to offer, and what would be the effect on Yeoh’s EPS?

24. Example 2 Susie's Pizza is analyzing the possible acquisition of Janet's Electric. The projected cash flows to debt and equity expected from the merger are as follows: Year(s) CF 1 RM150,000 2 170,000 3 200,000 4 200,000 5, 6, … 6% growth per year The current market price of Janet's debt is RM800,000, the risk‑free rate is 8%, the required return on the market is 12%, and the beta of the firm being acquired is 1.5. a. Determine the maximum price (NPV) Susie can afford to pay. b. If Janet's current equity value is RM1,100,000 and she demands a 30% premium, will the merger take place?