1. CHAPTER 22 Mergers and Corporate Control 1

2. Topics in Chapter Types of mergers Merger analysis Role of investment bankers Divestitures, and holding companies 2

3. What are some valid economic justifications for mergers? Synergy: Value of the whole exceeds sum of the parts. Could arise from: – Operating economies – Financial economies – Differential management efficiency – Taxes (use accumulated losses) 3 (More...)

4. Valid Reasons (Continued) Break-up value: Assets would be more valuable if broken up and sold to other companies. 4

5. What are some questionable reasons for mergers? Diversification Purchase of assets at below replacement cost Acquire other firms to increase size, thus making it more difficult to be acquired 5

6. Five Largest Completed Mergers (as of December, 2011) BUYERTARGETVALUE (Billion) Vodafone AirTouchMannesman$161 PfizerWarner-Lambert116 America OnlineTime Warner106 RFS HoldingsABN-AMRO Holding99 ExxonMobil81 6

7. Differentiate between hostile and friendly mergers Friendly merger: – The merger is supported by the managements of both firms. 7 (More...)

8. Differentiate between hostile and friendly mergers 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. 8

9. Reasons why alliances can make more sense than acquisitions Access to new markets and technologies Multiple parties share risks and expenses Rivals can often work together harmoniously Antitrust laws can shelter cooperative R&D activities 9

10. Reason to Use APV in Merger Valuation Often in a merger the capital structure changes rapidly over the first several years. This causes the WACC to change from year to year. It is hard to incorporate year-to-year changes in WACC in the corporate valuation model. 10

11. The APV Model 11 Value of firm if it had no debt + Value of tax savings due to debt = Value of operations First term is called the unlevered value of the firm. The second term is called the value of the interest tax shield. (More...)

12. APV Model Unlevered value of firm = PV of FCFs discounted at unlevered cost of equity, r sU. Value of interest tax shield = PV of interest tax savings discounted at unlevered cost of equity. Interest tax savings = Interest(tax rate) = TS t. 12

13. Note to APV APV is the best model to use when the capital structure is changing. The Corporate FCF Valuation model (i.e., discount FCF at WACC) is easier to use than APV when the capital structure is constant. 13

14. Steps in APV Valuation Project FCF t,TS t until company is at its target capital structure for one year and is expected to grow at a constant rate thereafter. Project horizon growth rate. Calculate the unlevered cost of equity, r sU. Calculate horizon value of tax shields using constant growth formula and TS N. Calculate horizon value of unlevered firm using constant growth formula and FCF N. 14 (More...)

15. Steps in APV Valuation (Continued) Calculate unlevered value of firm as PV of unlevered horizon value and FCF t Calculate value of tax shields as PV of tax shield horizon value and TS t Calculate V op as sum of unlevered value and tax shield value. 15

16. Estimating the Value of Equity Value of operations + Value of any non-operating assets = Total value of the firm - Value of debt (pre-merger) = Value of equity 16

17. APV Valuation Analysis (In Millions) Based on Post-Acquisition Cash Flows 17 201320142015 Net sales60.00$ 90.00$ Cost of goods sold (60%)36.0054.00 Selling/administrative expense4.506.00 EBIT19.5030.00 Taxes on EBIT (40%)7.8012.00 NOPAT11.7018.00 Total net operating capital150.0150.00157.50 Investment in net operating capital0.007.50 Free Cash Flow11.7010.50

18. Cash flows… continued 18

19. Interest Tax Savings after Merger 19 Note: Tax savings = interest expense (Tax rate). The tax rate is 40% 201320142015 Interest expense5.006.50 Tax savings from interest2.00$ 2.60$ 201620172018 Interest expense6.507.008.16 Tax savings from interest2.60$ 2.80$ 3.26$

20. What is investment in net operating capital? Recall that firms must reinvest in order to replace worn out assets and grow. Investment in net operating capital = change in total net operating capital. This is equivalent to gross investment in operating capital minus depreciation 20

21. Non-Operating Assets Short-term investments and marketable securities are non-operating assets. The Target has none of these. 21

22. What is the appropriate discount rate to apply to the target’s cash flows? After acquisition, the free cash flows belong to the remaining debtholders in the target and the various investors in the acquiring firm: their debtholders, stockholders, and others such as preferred stockholders. These cash flows can be redeployed within the acquiring firm. 22 (More...)

23. Discount rate… Free cash flow is the cash flow that would occur if the firm had no debt, so it should be discounted at the unlevered cost of equity, r sU The interest tax shields are also discounted at the unlevered cost of equity, r sU 23

24. Note: Comparison of APV with FCF Corporate Valuation Model APV discounts FCF at r sU and also the tax shields at r sU; the value of the tax savings is incorporated explicitly. FCF Corp. Val. Model discounts FCF at WACC, which has a (1-T) factor to account for the value of the tax shield. Both models give same answer if the capital structure is constant. But if the capital structure is changing, then APV should be used. 24

25. Discount Rate for Horizon Value The last year of projections must be at the target capital structure with constant growth thereafter. Discount the FCFs using the constant growth formula to find the unlevered horizon value. Discount the tax shields using the constant growth formula to find the horizon value of the tax shields. 25

26. Discount Rate Calculations 26 Target’s data: r RF = 7%; RP M = 4%, beta = 1.3, w d =20%, r d = 9%. r sL = r RF + (RP M )b Target = 7% + (4%)1.3 = 12.2% r sU = w d r d + w s r sL = 0.20(9%) + 0.80(12.2%)= 11.56%

27. Unlevered Horizon Value (Constant growth of 6%) 27 Unlevered Horizon Value = (FCF 2018 )(1+g) r sU - g = $21.94(1.06) 0.1156 – 0.06 = $418.3 million.

28. Unlevered Value 28 V UL = $11.7 (1.1156) 1 $10.5 (1.1156) 2 + + $16.5 (1.1156) 3 + $20.7 (1.1156) 4 = $298.9 million. + $440.2 (1.1156) 5 20152016201720182019 Free Cash Flow11.7$ 10.5$ 16.5$ 20.7$ 21.94$ Unlevered Horizon Value418.3$ Total11.7$ 10.5$ 16.5$ 20.7$ 440.2$

29. Unlevered Value The unlevered value is the value of the firm’s operations if it had no debt. In this case Lyons’ operations would be worth $298.9 million if it were financed with 100% equity. 29

30. Tax Shield Horizon Value 30 Tax Shield Horizon Value = (TS 2019 )(1+g) r sU - g = $3.26(1.06) 0.1156 – 0.06 = $62.2 million.

31. Tax Shield Value 31 V TS = $ 2.0 (1.1156) 1 $ 2.6 (1.1156) 2 + + $ 2.6 (1.1156) 3 + $ 2.8 (1.1156) 4 = $45.5 million. + $ 65.5 (1.1156) 5 20142015201620172018 Interest tax shield2.0$ 2.6$ $ 2.8$ 3.264$ Tax shield horizon value62.2$ Total2.0$ 2.6$ $ 2.8$ 65.5$

32. What Is the value of the Target Firm’s operations to the Acquiring Firm? (In Millions) Value of operations = unlevered value + value of tax shield = 298.9 + 45.5 = $344.4 million 32

33. What is the value of the Target’s equity? The Target has $55 million in debt. Vop + non-operating assets – debt = equity 344.4 million + 0 – 55 million = $289.4 million = equity value of target to the acquirer. 33

34. Would another potential acquirer obtain the same value? No. The cash flow estimates would be different, both due to forecasting inaccuracies and to differential synergies. Further, a different beta estimate, financing mix, or tax rate would change the discount rate. 34

35. The Bid Price Assume the target company has 20 million shares outstanding. The stock last traded at $11 per share, which reflects the target’s value on a stand-alone basis. How much should the acquiring firm offer? 35

36. The Bid Price Estimate of target’s value = $289.4 million Target’s current value = $220.0 million Merger premium = $ 69.4 million Presumably, the target’s value is increased by $69.4 million due to merger synergies, although realizing such synergies has been problematic in many mergers. 36 (More...)

37. The Bid Price The offer could range from $11 to $289.4/20 = $14.47 per share. At $11, all merger benefits would go to the acquiring firm’s shareholders. At $14.47, all value added would go to the target firm’s shareholders. The graph on the next slide summarizes the situation. 37

38. Change in Shareholders’ Wealth 38 Acquirer Target Price Paid for Target $11.00 $14.47 05101520 Bargaining Range = Synergy

39. Points About Graph Nothing magic about crossover price. Actual price would be determined by bargaining. Higher if target is in better bargaining position, lower if acquirer is. If target is good fit for many acquirers, other firms will come in, price will be bid up. If not, could be close to $11. 39 (More...)

40. Points About Graph Acquirer might want to make high “preemptive” bid to ward off other bidders, or low bid and then plan to go up. Strategy is important. Do target’s managers have 51% of stock and want to remain in control? What kind of personal deal will target’s managers get? 40

41. Do mergers really create value? According to empirical evidence, acquisitions do create value as a result of economies of scale, other synergies, and/or better management. Shareholders of target firms reap most of the benefits, that is, the final price is close to full value. – Target management can always say no. – Competing bidders often push up prices. 41

42. What method is used to account for mergers? Pooling of interests is GONE. Only purchase accounting may be used now. 42

43. Purchase Accounting Purchase: – The assets of the acquired firm are “written up” to reflect purchase price if it is greater than the net asset value. – Goodwill is often created, which appears as an asset on the balance sheet. – Common equity account is increased to balance assets and claims. 43

44. Goodwill Amortization Goodwill is NO LONGER amortized over time for shareholder reporting. Goodwill is subject to an annual “impairment test.” If its fair market value has declined, then goodwill is reduced. Otherwise it is not. Goodwill is still amortized for Federal Tax purposes. 44

45. What are some merger-related activities of investment bankers? Identifying targets Arranging mergers Developing defensive tactics Establishing a fair value Financing mergers Arbitrage operations 45

46. What are the major types of divestitures? Sale of an entire subsidiary to another firm. Spinning off a corporate subsidiary by giving the stock to existing shareholders. Carving out a corporate subsidiary by selling a minority interest. Outright liquidation of assets. 46

47. What motivates firms to divest assets? Subsidiary worth more to buyer than when operated by current owner. To settle antitrust issues. Subsidiary’s value increased if it operates independently. To change strategic direction. To shed money losers. To get needed cash when distressed. 47

48. What are holding companies? A holding company is a corporation formed for the sole purpose of owning the stocks of other companies. In a typical holding company, the subsidiary companies issue their own debt, but their equity is held by the holding company, which, in turn, sells stock to individual investors. 48

49. Advantages and Disadvantages of Holding Companies Advantages: – Control with fractional ownership. – Isolation of risks. Disadvantages: – Partial multiple taxation. – Ease of enforced dissolution. 49