財務管理基礎 第13版 教學課件Chap020_PPT.ppt


'財務管理基礎 第13版 教學課件Chap020_PPT.ppt'
External Growth through Mergers20Chapter OutlineMergers as a means of increasing operating efficiency and for financial motivesAcquiring of companies through cash or the exchange of sharesPotential impact of mergers on earnings per share and assessment of stock valueDiversification benefitsUnfriendly buyouts2Largest Acquisitions Ever3Motives for Business CombinationsMerger A combination of two or more companies in which the resulting firm maintains the identity of the acquiring firmConsolidation Two or more companies combined to form a new entityMight be utilized when the firms are of equal size and market power4Financial MotivesMerger allows acquiring firms to enjoy a potentially desirable portfolio effectAchieve risk reduction while maintaining the firm’s rate of returnVariability in performance may be reduced for the business firms with opposite phases of the business cyclePortfolio diversification becomes complicated with respect to practicalitiesIt improves the financing posture as a result of expansion5Financial Motives (cont’d)Larger firms may enjoy greater access to the capital marketCan attract larger and more prestigious investment bankers to handle future financingGreater financing may also be inherent in the merger itself, especially likely when:The acquired firm has the strong cash positionA low debt-equity ratio that can be used to expand borrowing by the acquiring firm6Tax Loss CarryforwardMay be available in a merger if one of the firms has previously sustained a tax lossAssuming Firm A acquires Firm B, which has a $220,000 tax loss carryforwardThe assumption is that the firm has a 40% tax rate. The tax shield value of a carryforward to Firm A is equal to the loss involved times the tax rate ($220,000 X 40% = $88,000)The company can reduce its total taxes from $120,000 to $32,000, and thus could pay $88,000 for the carryforward aloneThe income available to stockholders also has increased by $88,000Firm B’s anticipated operating gains and losses for future years must also be considered in analyzing the deal7Tax Loss Carryforward (cont’d)8Nonfinancial MotivesDesire to expand management and marketing capabilities, and acquisition of new productsMay be directed toward vertical or horizontal integrationAntitrust policy generally precludes the elimination of competitionManagement motivation - synergistic effect:Eliminating overlapping functions in production and marketingMeshing together various engineering capabilities9Motives of Selling StockholdersMotivation can be from the probability of receiving the acquiring company’s stockStockholders can diversify their holdings into new investments - if cash is offeredOfficers may receive attractive postmerger management contracts along with directorship of the acquiring firmBias against smaller businesses that has developed worldwide can be a motivational factor10Cash PurchasesInstead of purchasing new plant or machinery, the purchaser has opted to acquire a going。省略部分。referred stock, or common stock with restricted rightsFASB put SFAS 141 and SFAS 142 in place to eliminate pooling of interests accountingPlaced on the balance sheet of the acquiring firm at the time of acquisition21Evaluation of GoodwillFair value of goodwill can be determined by taking present value of future cash flows, and subtracting liabilitiesIf the goodwill is impaired, part of it must immediately be written down against operating incomeThe FASB also allows companies to take a one-time write-down of all past goodwill impairments at the time of adoption by the firm22Negotiated versus Tendered OffersTraditionally, product lines, quality of assets, and future growth prospects have been discussed and an exchange ratio is agreed uponThe takeover tender offer involves an attempt by a company to acquire a target firm against its will (McGraw-Hill – American Express)Not all companies can fend off such unwanted advances23Negotiated versus Tendered Offers (cont’d)Saturday night special: a surprise offer made just before the market closes for the weekendWhite knight: a third firm that the management calls on to help it avoid the initial unwanted tender offerMoving the corporate offices to states that have tough prenotification and protection provisions in regard to takeover bidsBuying back some of their own shares to restrict the amount of stock available for the takeover24Protective Measures against a Takeover Tender OfferEncouraging employees to buy stock under the pension plansIncreasing dividendsPossible targets have also bought up other companies to increase their own sizePoison pill is also an effective device for protection25Premium Offers and Stock Price MovementsMost mergers are not acquired at their current market valueA merger premium of 40-60% (or more) is paid over the premerger price of the acquired companyDisadvantage: Much of the upside movement may occur before the public announcementAdvantage: Good profits can be made after the merger is accomplished26Premium Offers and Stock Price Movements (cont’d)Trouble with any merger-related investment strategy:The merger may be called offMerger candidate’s stock may fall back to the original valuePrice may quickly rebound if there is merger negotiation with another company27Stock Movement of Potential Acquirees28Two-Step BuyoutThe acquiring company attempts to gain control by offering a very high price of 51% of the shares outstandingAnnounces a second, lower price that will be paid off late, either in cash, stock, or bondsProvides a strong inducement to stockholders to quickly react to the offerAllows acquiring firm to pay a lower total price than if a single offer is made29Two-Step Buyout (cont’d)The SEC keeps a close eye on this methodFears that smaller stockholders may not be informed enough to keep up with institutional investorsEmphasizes the need for pro rata processing of stockholder ordersEach stockholder receives an equal percentage of shares tendered30
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本文標題:財務管理基礎 第13版 教學課件Chap020_PPT.ppt
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