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es a firm with large accumulated tax losses ? Purchase of asset below their replacement cost(economic choice) ? Diversification ? Manager’s Personal incentives The other reasons of mergers SINOTRUST 26 Copyright169。2000 By Sinotrust Management Consulting MBA基礎培訓 會計報表和財務管理 ? A horizontal merger – In the same industry, such as two ICP ? A vertical merger – Supplierbuyer, such as Intel amp。 Dell ? A congeneric merger – The related enterprises, such as Microsoft amp。 IBM ? A conglomerate merger – The unrelated enterprises, such as American Online amp。 TimeWarner Type of Mergers SINOTRUST 27 Copyright169。2000 By Sinotrust Management Consulting MBA基礎培訓 會計報表和財務管理 Analysis of a potential merger The Acquiring Firm The Target Firm ? Valuing the target firm ? Setting the bid price ? Postmerger control ? Structuring the takeover bid Note:the goal of merger valuation is to value the target business’s equity because a business is acquired from its owners, not from its creditors SINOTRUST 28 Copyright169。2000 By Sinotrust Management Consulting MBA基礎培訓 會計報表和財務管理 Merger example The acquring firm: Hightech The target firm: Apex Corporation ? Step 1: Valuing the target firm – Discounted Cash Flow Approach (DCF) ? Gorden Model and CAPM ? Step 2: Setting the bid price – The difference between Apex’s MVA and the evaluated price – Offer cash or securities – The negotiating skills of the both sides – The bargaining positions as determined by fundamental economic situation….. ? Step 3 Postmerger control – How to reposition the old management ? Step 4 Takeover Action SINOTRUST 29 Copyright169。2000 By Sinotrust Management Consulting MBA基礎培訓 會計報表和財務管理 Merger Case Study ? The acquiring firm: – Smitty’s Home Repair ? The target firm – Hill’s Hardware You should ? Identify which type of merger it is ? Take DCF analysis ? Take the scope of your bid ? Present your decisions in 10 minutes with less than 5 slide