企业财务知识培训资料.ppt

Types of mergers Merger analysis Role of investment bankers Corporate alliances, LBOs, divestitures, and holding companies;Synergy: Value of the whole exceeds sum of the parts. Could arise from: Operating economies Financial economies Differential management efficiency Increased market power Taxes (use accumulated losses);Break-up value: Assets would be more valuable if sold to some other company.;Diversification Purchase of assets at below replacement cost Get bigger using debt-financed mergers to help fight off takeovers;Five Largest completed and proposed mergers, as of January 2000;Friendly merger: The merger is supported by the managements of both firms.;Hostile merger: Target firm’s management resists the merger. Acquirer must go directly to the target firm’s stockholders try to get 51% to tender their shares. Often, mergers that start out hostile end up as friendly when offer price is raised.;Access to new markets and technologies Multiple parties share risks and expenses Rivals can often work together harmoniously Antitrust laws can shelter cooperative RD activities;Net sales $60.0 $90.0 $112.5 $127.5 Cost of goods sold (60%) 36.0 54.0 67.5 76.5 Selling/admin. expenses 4.5 6.0 7.5 9.0 Interest expense 3.0 4.5 4.5 6.0 EBT $16.5 $25.5 $ 33.0 $ 36.0 Taxes (40%) 6.6 10.2 13.2 14.4 Net income $ 9.9 $15.3 $ 19.8 $ 21.6 Retentions 0.0 7.5 6.0 4.5 Cash flow $ 9.9 $ 7.8 $ 13.8 $ 17.1;Estimated cash flows are residuals which belong to acquirer’s shareholders. They are riskier than the typical capital budgeting cash flows. Because fixed interest charges are deducted, this increases the volatility of the residual cash flows.;Because the cash flows are risky equity flows, they should be discounted using the cost of equity rather than the WACC. The cash flows reflect the target’s business risk, not the acquiring company’s. However, the merger will affect the target’s l