現(xiàn)代企業(yè)財務(wù)管理--兼并與收購-wenkub
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【正文】 irms. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 302 Varieties of Takeovers Takeovers Acquisition Proxy Contest Going Private (LBO) Merger Acquisition of Stock Acquisition of Assets McGrawHill/Irwin Copyright 169。McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 303 The Tax Forms of Acquisitions ? If 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. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 306 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. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 3010 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. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 3014 Defensive Tactics ? Targetfirm 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. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 3018 Exclusionary SelfTenders ? The opposite of a targeted repurchase. ? The target firm makes a tender offer for its own stock while excluding targeted shareholders. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 3
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