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9 - 10. Corporate CRTL
9 - 10. Corporate CRTL
9 - 10. Corporate CRTL
– Takeover Methods
– Takeover Methods
Growth Strategies
Growth
M&A is an alternative form of investment to fuel the growth of a company with respect to organic /
internal development. Selection between the two alternatives should be based on cost benefit analysis
and execution risks assessment (“Make or Buy” decisions).
M&A can be considered any process where the ultimate beneficial ownership, and the
respective control of a firm, are transferred from a subject (or a group of subjects) to another
Acquiring Company Acquired Company
Acquires Control Loses Control
Strategic: Bidder is a Statutory Merger: Target is Cash: Bidder pays Debt Financing: Private: Target is sold
corporate which executes merged into Bidder and Seller(s) in cash Consideration is financed through a private
the M&A transaction to ceases to exists through cash on balance transaction, between
Equity: Bidder pays
accomplish its own Acquisition of Target: Target sheet or raising debt Bidder and Seller(s)
corporate objectives Seller(s) with its own
continues to exists as a Public (Tender Offer):
shares, in exchange of Equity Financing:
subsidiary of the bidder A public offer to buy
Financial: Bidder is a the shares of the Consideration is financed
Financial Investor (PEs, Acquisition of Assets: Target raising equity (e.g. Right shares is made by the
HFs, the management Target’s Assets transferred Issue) Bidder directly to Target’s
etc.) looking for a to the Bidder Mixed: Bidder pays shareholders
targeted financial return Seller(s) with a mix of
cash and of its own
shares
• An M&A transaction can be shaped in various forms, with different characteristics, depending on the combination of
the above options
Method of Payments:
– Takeover Methods
• Horizontal Merger:
– combinations of two (2) firms in the same line of business:
• Vertical Merger:
– between companies operating in different stages of production:
• Conglomerate Merger:
– between companies operating in unrelated businesses;
– Takeover Methods
• Economies of scale:
– a larger firm may be able to reduce its per‐unit cost by using excess capacity or
spreading fixed costs across more units;
– natural goal of horizontal mergers;
• Economies of vertical integration:
– occurs with a merger between a firm and one of its suppliers/customers;
– control over suppliers «may» reduce costs and increase efficiency;
– eases the firm’s coordination and administration;
– over‐integration can cause the opposite effect;
• Complementary resources:
– merging may results in each firm filling in the «missing pieces» of their firm with pieces
from the other firm
• Surplus funds:
– if the firm is in a mature industry with few, if any, positive NPV projects available, acquisition may be
the best use of funds;
– firm with a cash surplus and a shortage of profitable investment opportunities often turn to cash‐
financed mergers as a way of redeploying their capital;
• Eliminating inefficiencies:
– cost cuts generate increases in sales and earnings;
– firms with unexploited opportunities to cut costs/increase sales and earnings are natural candidates
for acquisitions by other firms with better management;
• Industry consolidation:
– industries with too many firms and too much capacity usually trigger waves of M&A;
– Takeover Methods
• Diversification:
– easier/cheaper for stockholders than for the firm itself;
– investors should not pay a premium for diversification since they can do it themselves;
– value additivity principle;
• The «Bootstrap Game»:
– acquiring firm has high P/E ratio;
– selling firm has low P/E ratio (due to low number of shares);
– after merger, acquiring firm has short‐term EPS rise;
– long‐term acquirer will have slower than normal EPS growth due to share dilution.
– Takeover Methods
Conclusion:
There is something structurally wrong
How to Value a Target: Valuation Methods in Context
Wideness of
Multiple Pros Cons Application
Price/Earnings Traditional, more intuitive, linked to actual return × Earnings can be very volatile
for shareholders × Dependent on accounting standards
Truly represents equity investor point of view × Dependent on capital structure
× Earnings can be negative
EV/Sales Sales cannot be negative, applicable in case of × Does not take into account profitability
negative profitability × Does not take into account capital
(only in certain
Comparable across all firms structure
sectors)
Growth Usually applied on Earnings or EBITDA × Used only to a certain extent, based on
Adjusted Proxy for DCF unusual L‐T growth expectations
Multiples Allows to price growth expected into multiple
levels
Goals
Value a Business Ascertain Sector Conditions
What is synergy?
Synergy is the additional value that is generated by combining two firms,
creating opportunities that would not been available to these firms operating
independently:
Operating synergies
– affect the operations of the combined firm and include economies of
scale, increasing pricing power and higher growth potential. They
generally show up as higher expected cash flows
Financial synergies
– are more focused and include tax benefits, diversification, a higher
debt capacity and uses for excess cash. They sometimes show up as
higher cash flows and sometimes take the form of lower discount
rates
Valuing Operating Synergies
Financial Synergy
1. Tax Benefits
– can arise either from the acquisition taking advantage of tax laws to
write up the target company’s assets or from the use of net operating
losses to shelter income
2. Debt Capacity
– It can increase, because when two firms combine, their earnings and
cash flows may become more stable and predictable. This, in turn,
allows them to borrow more than they could have as individual
entities, which creates a tax benefit for the combined firm. This tax
benefit usually manifests itself as a lower cost of capital for the
combined firm
Stand alone limits
WACC
WACC
Debt/ Debt/
Effects of Debt + Equity
Optimum Debt + Equity
coinsurance
Value of Synergy =
Value of the combined firm, with synergy –
Value of the combined firm, without synergy
a. Target Firm Stockholders
• M&A’s Activities
– takeover methods
– types of merger
– motives: sources of value added
– dubious motives: don’t be tempted
– A consistent valuation of the Target is crucial