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【正文】 nc. All rights reserved. 305 Determining the Synergy from an Acquisition ? Most acquisitions fail to create value for the acquirer. ? The main reason why they do not lies in failures to integrate two panies after a merger. – Intellectual capital often walks out the door when acquisitions aren39。 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. 301 The Basic Forms of Acquisitions ? There are three basic legal procedures that one firm can use to acquire another firm: – Merger – Acquisition of Stock – Acquisition of Assets McGrawHill/Irwin Copyright 169。McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 300 Chapter Outline The Basic Forms of Acquisitions The Tax Forms of Acquisitions Accounting for Acquisitions Determining the Synergy from an Acquisition Source of Synergy from Acquisitions Calculating the Value of the Firm after an Acquisition A Cost to Stockholders from Reduction in Risk Two Bad Reasons for Mergers The NPV of a Merger Defensive Tactics Some Evidence on Acquisitions The Japanese Keiretsu Summary and Conclusions 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。 2023 by The McGrawHill Companies, Inc. All rights reserved. 304 Accounting for Acquisitions ? The Purchase Method – The source of much “goodwill” ? Pooling of Interests ? Pooling of interest is generally used when the acquiring firm issues voting stock in exchange for at least 90 percent of the outstanding voting stock of the acquired firm. ? Purchase accounting is generally used under other financing arr
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