合并中的財(cái)務(wù)(ppt63)英文版！-財(cái)務(wù)綜合-資料下載頁
【導(dǎo)讀】BusinessFinance. FAE2020/2020. JohnSlevin. IFT. BusinessFinance. orcircumstances. Management. FinancialPlanning&Controlto. Achievethe. BusinessFinance. External. Internal. Investment. Decision. Debt. Equity. Financing. Decision. Reserves. Shareholders. Dividend. Decision. BusinessFinance. ResidualCashFlows. TimeValueofMoney. Or. PresentValue. BusinessFinance. PresentValue. Value1/(1+R)^n. FirmSize. Internal. External. Chapter12Mergers&Take-overs. InternalGrowth. –Product. Market. –Volume. Service. InternalGrowth. Investment. InvestmentinWC. TerminalValues. InternalGrowth. ThekeyQuestion:. ComparativeCosts. Payback. InternalGrowth. AverageInvestment. ExamplePage207. InternalGrowth. PaybackPage209. Page211. InternalGrowth. Ignores. TimeValueofMoney. ProjectCashFlows. InternalGrowth. InternalGrowth. NetPresentValue. Pluses:Cashflow;TVOM;MagnitudeofCF. Minuses:None!Page218. InternalGrowth. ExamTip. Organiseyouranswer. BePractical. InternalGrowth. CapitalRationing. Projects. Issuecosttoohigh. BorrowingLimits. InternalGrowth. ProfitabilityIndex=. NPV.N
【正文】 t to the Company – Gearing – Control – Increase in Authorised share capital – Increase in Borrowing Limits Mergers and Takeovers Factors affecting the Choice ? Acquired Company – Taxation ? Cash immediate CGT/ Shares postponed CGT – Ine ? Maintenance V immediate capital Gain – Future investments Be Aware of Mezzanine Finance Mergers and Takeovers Defence against a TakeOver ? Defence tactics are governed by city code on Mamp。A ? Directors must at all times act in best interest of shareholders – Prepare a defending circular ? Mk price of acquirer to high not sustainable ? Mk price of acquirer to low not fair value – Profit Forecasts – Revalue assets – Higher Dividends Mergers and Takeovers Defence against a TakeOver – Management Changes – White Knight (Same info to all parties) – Sell crown jewels (Code doesn’t allow this) – Reverse takeover (Packman strategy) – Golden Parachute (Code disclosure) – Discredit offer – Refer to monopolies amp。 mergers mission Mergers and Takeovers Defence against a TakeOver ? City code does not allow – Selling or acquiring material amount of assets – Non normal contracts – Issuing more shares or securities Mergers and Takeovers Advising the bidding and target pany ? Remending a Price – Various valuation techniques ? Evaluating an existing offer – Max and min values ? Evaluate the offer – Various valuation techniques An Acquisition ? Identification of acquisition criteria ? Heads of Agreement ? Due Diligence ? Sale amp。 Purchase agreement Post Acquisition Strategic Cultural Operational Due diligence ? Accounting ? Legal ? mercial ? Technical Page 417 Mergers and Takeovers Management Buyouts ? Parties – Management Team acquisition – Directors Disinvestment – Financial backers of buyout team Mergers and Takeovers Management Buyouts ? Reasons – Sub peripheral to main actives – Loss making Sub – Parent Co needs cash – New owner of group rationalising – Better corporation and price agreement – Retiring management (private co) Mergers and Takeovers Motivations for MBO More likely to succeed Risks ? Equity Investment ? Personal wealth exposure ? Personal borrowing risk Rewards ? Large Long term pay off ? Flotation if successful ? Owner managed ? Only option to redundancy Mergers and Takeovers Management Buyouts Institutional investor – Does Mgt Team have full range of skills – Why is Co for sale – Business Plan – What is being bought – What is the price and is it reasonable – Mgt own investment – Long Term stake with exit mechanism Mergers and Takeovers Management Buyouts Problems – Fair price – Taxation amp。 Legal – Changing working practices – Cash Flows – Existing pension rights – Board formation – Loss of key employee
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