第三十章 兼并与收购

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1. Chapter Outline30.1 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 from 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
2. 30.1 The Basic Forms of AcquisitionsThere are three basic legal procedures that one firm can use to acquire another firm: Merger Acquisition of Stock Acquisition of Assets
3. Varieties of TakeoversTakeoversAcquisitionProxy ContestGoing Private (LBO)MergerAcquisition of StockAcquisition of Assets
4. 30.2 The Tax Forms of AcquisitionsIf 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. 30.3 Accounting for AcquisitionsThe 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 percent of the outstanding voting stock of the acquired firm. Purchase accounting is generally used under other financing arrangements.
6. 30.4 Determining the Synergy from an AcquisitionMost 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. 30.5 Source of Synergy from AcquisitionsRevenue 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. 30.6 Calculating the Value of the Firm after an AcquisitionAvoiding Mistakes Do not Ignore Market Values Estimate only Incremental Cash Flows Use the Correct Discount Rate Don’t Forget Transactions Costs
9. 30.7 A Cost to Stockholders from Reduction in RiskThe 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. 30.8 Two "Bad" Reasons for MergersEarnings 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. 30.9 The NPV of a MergerTypically, 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.
12. The NPV of a Merger: CashNPV of merger to acquirer = Synergy – Premium Premium = Price paid for B - VBNPV of merger to acquirer = Synergy - Premium
13. The NPV of a Merger: Common StockThe analysis gets muddied up because we need to consider the post-merger value of those shares we’re giving away.
14. Cash versus Common StockOvervaluation 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 downstream synergies.
15. 30.10 Defensive TacticsTarget-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. DivestituresThe 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 stock: a class of common stock whose value is connected to the performance of a particular segment of the parent company.
17. The Corporate CharterThe 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 AgreementsIn a targeted repurchase the firm buys back its own stock 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 stock price falls.
19. Exclusionary Self-TendersThe opposite of a targeted repurchase. The target firm makes a tender offer for its own stock while excluding targeted shareholders.
20. Going Private and LBOsIf 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 TakeoversGolden 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. 30.11 Some Evidence on Acquisitions: The Short RunTakeover Successful Unsuccessful Technique Targets Bidders Targets Bidders Tender offer 30% 4% -3% -1% Merger 20% 0% -3% -5% Proxy contest 8% NA 8% NA
23. 30.11 Some Evidence on Acquisitions: The Long RunIn the long run, the shareholders of acquiring firms experience below average returns. Cash-financed mergers are different than stock-financed mergers. Acquirers can be friendly or hostile. The shares of hostile cash acquirers outperformed those of friendly cash acquirers. One explanation is that unfriendly cash bidders are more likely to replace poor management.
24. 30.12 The Japanese KeiretsuKeiretsu are reciprocal shareholding and trading agreements between firms. Usually a group of firms affiliated around a large bank, industrial firm, or trading firm. Nobody knows for sure if forming a keiretsu pays off or not.
25. 30.13 Summary and ConclusionsThe three legal forms of acquisition are Merger and consolidation Acquisition of stock Acquisition of assets M&A requires an understanding of complicated tax and accounting rules. The synergy from a merger is the value of the combined firm less the value of the two firms as separate entities.
26. 30.13 Summary and ConclusionsThe possible synergies of an acquisition come from the following: Revenue enhancement Cost reduction Lower taxes Lower cost of capital The reduction in risk may actually help existing bondholders at the expense of shareholders.