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【正文】 verse of panies ?Provide shortlist of candidates ?Detailed assessment of remaining candidates Bain39。t buy it because... –They have turned us down before –The government won39。 Role Bain39。 Bain Analysis Healthcare Columbia HCA ? Build national healthcare group ? Good strategic fit and due diligence – capture of costsharing and scale economies $ However, many panies have created enormous value through successful acquisitions. Bain MA 27 Bain MA Agenda Introduction ? Trends in MA ? Guiding Principles for Successful MA ? Bain Approach ? Case Examples – screening – due diligence – sale ? Exercise on Synergy Calculation ? Typical Watchouts ? Key Takeaways 28 Bain Approach Key Activities Strategy Acquisition target screen Due diligence Target valuation Integration ? What sector or region? ?The best candidate based on attractiveness and availability ?The right price ? Getting full value Bid structure and negotiations Integration preplanning Bain39。 Bain Analysis However, many panies have created enormous value through successful acquisitions. Bain MA 26 Principles Examples of Successful Acquisitions (2 of 2) Industry Acquirer Target Transaction Value Acquisition Thesis Reason for Success High Technology Cisco Strata $ ? New technology ? Wellmanaged integration – close attention to culture match。 Bain Analysis. The MA landscape is littered with unsuccessful acquisitions which failed to adhere to the core guiding principles. Bain MA Amex Shearson $ 900MM ? Expand distribution capabilities ?Poor integration –culture clash 24 Examples of Failures (2 of 2) Principles Industry Acquirer Target Transaction Value Acquisition Thesis Reason for Failure Sources: Industry literature。s growth strategy. Bain MA 17 Principles Strategic Framework The focus of strategic MA activity should be in areas where there is the highest value creation opportunity as well as the strongest parenting advantage. Low Low High High Parenting Advantage “Is value to our client higher than value to other parents?” Value Creation Opportunity Focus Bain MA 18 Principles MA Value Creation Opportunities Buy cheap MA value can arise from generating the full value of an undervalued entity or by adding value to under performing assets. Add value Take advantage of inefficiencies in the market Spot new market trends early Generate synergies Bain MA 19 Principles Critical Issues Resolving these issues allows an accurate evaluation of a pany ? Cost sharing ? Customer sharing ? Competitor overlap ? Experience sharing ? Strength of key petitors ? Relative cost position ? Strengths and weaknesses of acquirer ? Market growth ? Technology changes ? Product substitution ? Barriers to exit and entry ? Supplier and buyer power (I) Relatedness (II) Strategic Strength (III) Market Dynamics (IV) Value: Bain assimilates the strategic process with acquisitions by focusing on four key areas. Bain MA 20 Principles Success Criteria Diagnostic Tool (IV) Value Accurate evaluation based on NPV vs. Market Price (II) Strategic Strength (Relative Market Share) Relatedness (I) (Experience and/or Cost Sharing) The ability to improve the strategic position of the acquirer, and grow or plement its existing petencies are keys to success. RMS RMS RMS Low 25% Medium 2550% High 50% Growth 10% Growth 510% Growth 5% III) Market Dynamics Bain MA 21 Principles Success and Market Share 43%58%61%70%73%35%18%19%18%3%0%10%20%30%40%50%60%70%80% 5 % 5 1 0 % 1 0 2 5 % 2 5 5 0 % 5 0 % +Market Share Bought Percent Incidence of success Incidence of outright failure Acquisitions that increased market share substantially were consistently more successful. Sources: Porter (33 Large . Corps.。 failure to involve ?acquired? people Strategic, financial and operating causes Trends Bain MA 12 Glossary Trends Credit Rating ? The legal bination of two (or more) formerly independent entities ? The acquisition by an independent entity of a control stake in another entity. This is usually achieved by acquiring more than 50% of shares for a public pany ? The sale or closure of a particular entity ? Leveraged buyout: An acquisition made possible financially by large issuance of debt, making the new entity highly “l(fā)everaged” or “geared” (., with a high ratio of debt to equity) ? Investment firms managing private funds by running business portfolios ? Bonds (or debentures, or coupon debt) issued by an entity without a credit rating or with entities with “noninvestment grade” rating ? Financial markets use the service of credit rating firms such as Standard Poor?s and Moody?s to determine entities? credit worthiness (., the ability for an entity to pay back their debt). Ratings are allocated from AAA or Aaa (highest) to C (lowest) – Entities with Investment Grade Ratings (AAA down to B) are considered stable – noninvestment Grade entities (below B) present an investment risk (., third world countries, highly leveraged panies) Merger Junk bonds Acquisition Divestiture LBO Private Equity Firms Bain MA 13 Bain MA Agenda Introduction ? Trends in MA ? Guiding Principles for Successful MA ? Bain Approach ? Case Examples – screening – due diligence – sale ? Exercise on Synergy Calculation ? Typical Watchouts ? Key Takeaways 14 Principles Guiding Principles (1 of 2) Bain believes that a clear and disciplined approach to the acquisition process is vital to ensure success. Principles: ? Acquisitions are made to improve the
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