收購的基本形式與兼并策略(英文版)(編輯修改稿)
2025-03-02 06:38 本頁面
【文章內(nèi)容簡介】 V ????? BBAAB VBVVV ????? for paid Price BVV AAB for paid Price??The NPV of a Merger: Common Stock ? The analysis gets muddied up because we need to consider the postmerger value of those shares we’re giving away. valuefirm Newpayout firmT arget ?? ? issu ed shares Newshares Oldissu ed shares New???Cash versus Common Stock ? Overvaluation – 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 taxfree. ? Sharing Gains from the Merger – With a cash transaction, the target firm shareholders are not entitled to any downstream synergies. 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. Divestitures ? The basic idea is to reduce the potential diversification discount associated with mingled operations and to increase corporate focus, ? Divestiture can take three forms: – Sale of assets: usually for cash – Spinoff: parent pany 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 mon stock whose value is connected to the performance of a particular segment of the parent pany. The Corporate Charter ? The corp
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