收購的基本形式與兼并策略(英文版)-wenkub
2023-03-03 06:38:50 本頁面
【正文】 en acquisitions aren39。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. Source of Synergy from Acquisitions ? Revenue Enhancement ? Cost Reduction – Including replacing ineffective managers. ? Tax Gains – Net Operating Losses – Unused Debt Capacity ? The Cost of Capital – Economies of Scale in Underwriting. Calculating the Value of the Firm after an Acquisition ? Avoiding Mistakes – Do not Ignore Market Values – Estimate only Incremental Cash Flows – Use the Correct Discount Rate – Don’t Fet Transactions Costs A Cost to Stockholders from Reduction in Risk ? The Base Case – If two allequity 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 premerger. Two Bad Reasons for Mergers ? Earnings Growth – Only an accounting illusion. ? Diversification – Shareholders who wish to diversify can acplish this at much lower cost with one phone call to their broker than can management with a takeover. The NPV of a Merger ? Typically, a firm would use NPV analysis when making acquisitions. ? The analysis is straightforward with a cash offer, but gets plicated when the consideration is stock. The NPV of a Merger: Cash NPV of merger to acquirer = Synergy – Premium )(Synerg y BAAB VVV ???Premium = Price paid for B VB NPV of merger to acquirer = Synergy Premium ]for paid Price[)( BBAAB VBVV
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