参考公司理财-利chap

1、Chapter 21Fundamentals of Corporate FinanceFifth EditionSlides byMatthew WillMcGraw-Hill/IrwinCopyright 2007 by The McGraw-Hill Companies, Inc. All rights reserved Mergers, Acquisitions, and Corporate ControlTopics CoveredThe Market for Corporate ControlSensible Motives for MergersDubious Reasons fo

2、r MergersEvaluating MergersMerger TacticsLeveraged Buy-OutsThe Benefits and Costs of MergersThe Merger MarketProxy battle for control of the board of directorsFirm purchased by another firmLeveraged buyout by a group of investorsDivestiture of all or part of the firms business unitsMethods to Change

3、 ManagementRecent MergersThe Merger MarketTools Used To Acquire CompaniesProxy ContestAcquisitionLeveraged Buy-OutManagement Buy-OutMergerTender OfferSensible Reasons for MergersEconomies of ScaleA larger firm may be able to reduce its per unit cost by using excess capacity or spreading fixed costs

4、across more units.$Reduces costsSensible Reasons for MergersEconomies of Vertical IntegrationControl over suppliers “may” reduce costs.Over integration can cause the opposite effect. Pre-integration (less efficient)CompanySSSSSSSPost-integration (more efficient)CompanySSensible Reasons for MergersCo

5、mbining Complementary ResourcesMerging may results in each firm filling in the “missing pieces” of their firm with pieces from the other firm.Firm AFirm BSensible Reasons for MergersMergers as a Use for Surplus FundsIf your firm is in a mature industry with few, if any, positive NPV projects availab

6、le, acquisition may be the best use of your funds.Dubious Reasons for MergersDiversificationInvestors should not pay a premium for diversification since they can do it themselves.Dubious Reasons for MergersThe Bootstrap GameAcquiring Firm has high P/E ratioSelling firm has low P/E ratio (due to low

7、number of shares) After merger, acquiring firm has short term EPS riseLong term, acquirer will have slower than normal EPS growth due to share dilution.Dubious Reasons for MergersThe Bootstrap GameEvaluating MergersQuestionsIs there an overall economic gain to the merger?Do the terms of the merger m

8、ake the company and its shareholders better off?Evaluating MergersEconomic GainEvaluating MergersExample - Given a 20% cost of funds, what is the economic gain, if any, of the merger listed below? Evaluating MergersEstimated net gainMerger TacticsWhite Knight - Friendly potential acquirer sought by

9、a target company threatened by an e suitor.Shark Repellent - Amendments to a company charter made to forestall takeover attempts.Poison Pill - Measure taken by a target firm to avoid acquisition; for example, the right for existing shareholders to buy additional shares at an attractive price if a bidder acquires a large holding.Leveraged Buy-OutsUnique Features of LBOsLarge portion of buy-out financed by debtShares of the LBO no longer trade on the op