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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 f
2、rom 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,30.1 The Basic Forms of Acquisitions,There are three basic legal procedures that one firm can use to
3、 acquire another firm: Merger Acquisition of Stock Acquisition of Assets,Varieties of Takeovers,Takeovers,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, sharehol
4、ders are deemed to have exchanged their old shares for new ones of equivalent value.,30.3 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 stock in exchange for at least 90 p
5、ercent of the outstanding voting stock of the acquired firm. Purchase accounting is generally used under other financing arrangements.,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 integra
6、te two companies 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.,30.5 So
7、urce 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.,30.6 Calculating the Value of the Firm after an Acquisition,Avoiding Mistakes Do
8、not Ignore Market Values Estimate only Incremental Cash Flows Use the Correct Discount Rate Dont Forget Transactions Costs,30.7 A Cost to Stockholders 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 va
9、lue of the levered shareholders call option falls. How Can Shareholders Reduce their Losses from the Coinsurance Effect? Retire debt pre-merger.,30.8 Two “Bad“ Reasons for Mergers,Earnings Growth Only an accounting illusion. Diversification Shareholders who wish to diversify can accomplish this at m
10、uch lower cost with one phone call to their broker than can management with a takeover.,30.9 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 stock.,The NPV of a Me
11、rger: Cash,NPV of merger to acquirer =,Synergy Premium,Premium = Price paid for B - VB,NPV of merger to acquirer = Synergy - Premium,The NPV of a Merger: Common Stock,The analysis gets muddied up because we need to consider the post-merger value of those shares were giving away.,Cash versus Common S
12、tock,Overvaluation If the target firm shares are too pricey to buy with cash, then go with stock. Taxes Cash acquisitions usually trigger taxes. Stock acquisitions are usually tax-free. Sharing Gains from the Merger With a cash transaction, the target firm shareholders are not entitled to any downst
13、ream synergies.,30.10 Defensive Tactics,Target-firm managers frequently resist takeover attempts. It can start with press releases and mailings to shareholders that present managements viewpoint and escalate to legal action. Management resistance may represent the pursuit of self interest at the exp
14、ense of shareholders. Resistance may benefit shareholders in the end if it results in a higher offer premium from the bidding firm or another bidder.,Divestitures,The basic idea is to reduce the potential diversification discount associated with commingled operations and to increase corporate focus,
15、 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 i
16、s connected to the performance of a particular segment of the parent company.,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,Repurchase Standstill Agreements,In a targeted repurchase the firm buys back its own stock from a potent
