Financial Management - Mergers and acquisitions

12 important questions on Financial Management - Mergers and acquisitions

What are the different types of mergers?

- Horizontal mergers: Between 2 firms in the same line of business. Can also be between competitors.

The centralization of functions such as accounting and finance are likely to produce economies of scale.

- Vertical mergers: Involves companies at different stages of production. Possibility to expand back or forward. Back = towards the source of raw materials while forward is towards the final consumer.

- Conglomerate: Companies in unrelated lines of businesses.

What are the dubious (twijfelachtige) reasons for a merger?

1. Diversification: Why should firm A buy firm B to diversify when the shareholders of firm A can buy shares in firm B to diversify their own portfolios?

2. The bootstrap effect: If the acquiring firm has a high price/earning ratio and the selling firm a low P/E ration, the acquirer will have a short-term earnings per share rise. But on the long term it will have a slower EPS rise due to the share dilution.

What is a tender offer?

Acquisition type where outsiders directly offer to buy the stock off the firm's shareholders.
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How to calculate an economic gain after a merger?

New cash flows from synergies / Discount rate

How to calculate the estimated net gain after a merger?

DCF valuation of target including synergies - cash required for acquisition

What are 4 methods to change management?

- Proxy battles for control over board of directors.
- Firm purchased by another firm
- Leveraged buy-out by a group of investors
- Divestiture of all or part of the firm’s business units

Which tools are used to acquire a company?

- Proxy contest
- Acquisition
- Leveraged buy-out (LBO): Acquisition of the firmby a private group using substantial borrowed funds.
- Management buy-out (MBO): Acquisition of the firm by its own management in a leveraged buyout.
- Merger
-Tender offer

What are 3 types of merger tactics?

- White knight: Friendly potential acquirer sought by a target company threatened by an unwelcome suitor.

- Shark repellant: Amendments in the company charther to prevent mergers, E.G. “any merger must be approved by a supermajority of 80% of the shares”

- Poison pill: Measure taken by a target firm to avoid acquisition; for example, the right for existing shareholders to buy additional shares at an attractive price if a bidder acquires a large holding.

What are some potential value in LBO?


–Junk bond markets
–Leverage and taxes
–Other stakeholders
–Leverage and incentives
–Free cash flow

What is a spin-off?

The process of a business separating the ongoing operations of a unit of that business and giving the shareholders of the parent firm shares of the unit. Creating a daughter company.

What is a carve out?

Same as a spin-off except that the shares of the new firm are going to the public.

Who benefits and who loses after a merger?

Benificiaries:
- Shareholder of the target
- Lawyers and brokers
- The executives of the acquiring firm.

Losers:
- Shareholders of the acquiring firm due to overpaying
- Executives of the targer
- All employees due to restructuring.

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