現(xiàn)代企業(yè)財務(wù)管理--兼并與收購-在線瀏覽
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【正文】 angements. McGrawHill/Irwin Copyright 169。t handled carefully. – Traditionally, acquisitions deliver value when they allow for scale economies or market power, better products and services in the market, or learning from the new firms. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 307 Calculating the Value of the Firm after an Acquisition ? Avoiding Mistakes – Do not Ignore Market Values – Estimate only Incremental Cash Flows – Use the Correct Discount Rate – Don’t Fet Transactions Costs McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 309 Two Bad Reasons for Mergers ? Earnings Growth – Only an accounting illusion. ? Diversification – Shareholders who wish to diversify can acplish this at much lower cost with one phone call to their broker than can management with a takeover. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 3011 The NPV of a Merger: Cash NPV of merger to acquirer = Synergy – Premium )(Synerg y BAAB VVV ???Premium = Price paid for B VB NPV of merger to acquirer = Synergy Premium ]for paid Price[)( BBAAB VBVVV ????? BBAAB VBVVV ????? for paid Price BVV AAB for paid Price??McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 3013 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. McGrawHill/Irwin Copyright 169。 2023 by The McGrawHill Companies, Inc. All rights reserved. 3015 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
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