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23.1 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
After Studying Chapter 23,
you should be able to:
1. Explain why a company might decide to engage in corporate
restructuring.
2. Understand and calculate the impact on earnings and on market
value of companies involved in mergers.
3. Describe what benefits, if any, accrue to acquiring company
shareholders and to selling company shareholders.
4. Analyze a proposed merger as a capital budgeting problem.
5. Describe the merger process from its beginning to its conclusion.
6. Describe different ways to defend against an unwanted takeover.
7. Discuss strategic alliances and understand how outsourcing has
contributed to the formation of virtual corporations.
8. Explain what "divestiture" is and how it may be accomplished.
9. Understand what "going private" means and what factors may
motivate management to take a company private.
10. Explain what a leveraged buyout is and what risk it entails.
23.2 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Mergers and Other Forms
of Corporate Restructuring
• Sources of Value
• Strategic Acquisitions
Involving Common Stock
• Acquisitions and Capital
Budgeting
• Closing the Deal
23.3 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Mergers and Other Forms
of Corporate Restructuring
Company A Company B
Present earnings $20,000,000 $5,000,000
Shares outstanding 5,000,000 2,000,000
Earnings per share $4.00 $2.50
Price per share $64.00 $30.00
Price / earnings ratio 16 12
23.10 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Strategic Acquisitions
Involving Common Stock
Example – Company B has agreed on an offer
of $35 in common stock of Company A.
Surviving Company A
Total earnings $25,000,000
Shares outstanding* 6,093,750
Earnings per share $4.10
Exchange ratio = $35 / $64 = 0.546875
* New shares from exchange = 0.546875 x 2,000,000
= 1,093,750
23.11 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Strategic Acquisitions
Involving Common Stock
23.12 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Strategic Acquisitions
Involving Common Stock
23.13 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Strategic Acquisitions
Involving Common Stock
Example – Company B has agreed on an offer
of $45 in common stock of Company A.
Surviving Company A
Total earnings $25,000,000
Shares outstanding* 6,406,250
Earnings per share $3.90
23.15 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Strategic Acquisitions
Involving Common Stock
23.16 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
What About
Earnings Per Share (EPS)?
• Merger decisions
should not be made With the
16 – 20 21 – 25
Annual after-tax operating
cash flows from acquisition $ 800 $ 200
Net investment — —
Cash flow after taxes $ 800 $ 200
23.26 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Cash Acquisition and
Capital Budgeting Example
• The appropriate discount rate for our example free
cash flows is the cost of capital for the acquired
firm. Assume that this rate is 15% after taxes.
• The resulting present value of free cash flow is
$8,724,000. This represents the maximum
acquisition price that the acquiring firm should be
willing to pay, if we do not assume the acquired
firm’s liabilities.
• If the acquisition price is less than (exceeds) the
present value of $8,724,000, then the acquisition is
expected to enhance (reduce) shareholder wealth
over the long run.
23.27 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Other Acquisition and
Capital Budgeting Issues
23.33 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Tender Offers
• It is not possible to surprise another
company with its acquisition because the
SEC requires extensive disclosure.
• The tender offer is usually communicated
through financial newspapers and direct
mailings if shareholder lists can be
obtained in a timely manner.
• A two-tier offer (next slide) may be made
with the first tier receiving more favorable
terms. This reduces the free-rider problem.
23.34 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Two-Tier Tender Offer
Two-tier Tender Offer – Occurs when the
bidder offers a superior first-tier price (e.g.,
higher amount or all cash) for a specified
maximum number (or percent) of shares and
simultaneously offers to acquire the
remaining shares at a second-tier price.
• Increases the likelihood of success
in gaining control of the target firm.
• Benefits those who tender “early.”
23.35 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Defensive Tactics
• The company being bid for may use a number of
defensive tactics including:
• (1) persuasion by management that the offer is not
in their best interests, (2) taking legal actions, (3)
increasing the cash dividend or declaring a stock
split to gain shareholder support, and (4) as a last
resort, looking for a “friendly” company (i.e., white
knight) to purchase them.
White Knight – A friendly acquirer who, at the invitation
of a target company, purchases shares from the hostile
bidder(s) or launches a friendly counter-bid in order to
frustrate the initial, unfriendly bidder(s).
23.36 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Antitakeover Amendments
and Other Devices
Motivation Theories:
Managerial Entrenchment Hypothesis
This theory suggests that barriers are erected to
protect management jobs and that such actions
work to the detriment of shareholders.
Shareholders’ Interest Hypothesis
This theory implies that contests for corporate
control are dysfunctional and take management
time away from profit-making activities.
23.37 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Antitakeover Amendments
and Other Devices
Shark Repellent – Defenses employed by a
company to ward off potential takeover
bidders – the “sharks.”
• Stagger the terms of the board of directors
• Change the state of incorporation
• Supermajority merger approval provision
• Fair merger price provision
• Leveraged recapitalization
• Poison pill
• Standstill agreement
• Premium buy-back offer
23.38 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Empirical Evidence
on Antitakeover Devices
23.43 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Ownership Restructuring
Going Private – Making a public
company private through the repurchase
of stock by current management and/or
outside private investors.
• The most common transaction is paying
shareholders cash and merging the company
into a shell corporation owned by a private
investor management group.
• Treated as an asset sale rather than a merger.
23.44 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Motivation and Empirical
Evidence for Going Private
Motivations:
• Elimination of costs associated with being a
publicly held firm (e.g., registration, servicing of
shareholders, and legal and administrative costs
related to SEC regulations and reports).
• Reduces the focus of management on short-term
numbers to long-term wealth building.
• Allows the realignment and improvement of
management incentives to enhance wealth building
by directly linking compensation to performance
without having to answer to the public.
23.45 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Motivation and Empirical
Evidence for Going Private
Motivations (Offsetting Arguments):
• Large transaction costs to investment
bankers.
• Little liquidity to its owners.
• A large portion of management wealth is
tied up in a single investment.
Empirical Evidence:
• Shareholders realize gains (+12 to +22%)
for cash offers in these transactions.
23.46 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Ownership Restructuring
Leverage Buyout (LBO) – A primarily
debt financed purchase of all the stock
or assets of a company, subsidiary, or
division by an investor group.
• The debt is secured by the assets of the enterprise
involved. Thus, this method is generally used with
capital-intensive businesses.
• A management buyout is an LBO in which the pre-
buyout management ends up with a substantial
equity position.
23.47 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.
Common Characteristics For
Desirable LBO Candidates
Common characteristics (not all necessary):
• The company has gone through a program of heavy
capital expenditures (i.e., modern plant).
• There are subsidiary assets that can be sold without
adversely impacting the core business, and the
proceeds can be used to service the debt burden.
• Stable and predictable cash flows.
• A proven and established market position.
• Less cyclical product sales.
• Experienced and quality management.
23.48 Van Horne and Wachowicz, Fundamentals of Financial Management, 13th edition. © Pearson Education Limited 2009. Created by Gregory Kuhlemeyer.