1. Prof. Ian Giddy New York University Valuation of New Ventures

2. Copyright ©2001 Ian H. Giddy Valuation for M&A 2 giddy.org What’s a Company Worth? Alternative Models l The options approach  Option to expand  Option to abandon l Creation of key resources that another company would pay for  Patents or trademarks  Teams of employees  Customers l Examples? Lycos Messageclick.co m Amazo n

3. Copyright ©2001 Ian H. Giddy Valuation for M&A 3 giddy.org Discounted Cashflow Valuation: Basis for Approach  where  n = Life of the asset  CF t = Cashflow in period t  r = Discount rate reflecting the riskiness of the estimated cashflows

4. Copyright ©2001 Ian H. Giddy Valuation for M&A 4 giddy.org Valuing a Firm with DCF: An Illustration Historical financial results Adjust for nonrecurring aspects Gauge future growth Adjust for noncash items Projected sales and operating profits Projected free cash flows to the firm (FCFF) Year 1 FCFF Year 2 FCFF Year 3 FCFF Year 4 FCFF Terminal year FCFF Stable growth model or P/E comparable Present value of free cash flows + cash, securities & excess assets - Market value of debt Value of shareholders equity … Discount to present using weighted average cost of capital (WACC)

5. Copyright ©2001 Ian H. Giddy Valuation for M&A 5 giddy.org Valuation Example

6. Copyright ©2001 Ian H. Giddy Valuation for M&A 6 giddy.org The Value of a Corporate Option l Having the exclusive rights to a product or project is valuable, even if the product or project is not viable today. l The value of these rights increases with the volatility of the underlying business. l The cost of acquiring these rights (by buying them or spending money on development - R&D, for instance) has to be weighed off against these benefits.

7. Copyright ©2001 Ian H. Giddy Valuation for M&A 7 giddy.org The Option to Expand Present Value of Expected Cash Flows on Expansion PV of Cash Flows from Expansion Additional Investment to Expand Firm will not expand in this section Expansion becomes attractive in this section

8. Copyright ©2001 Ian H. Giddy Valuation for M&A 8 giddy.org An Example of a Corporate Option l J&J is considering investing $110 million to purchase an internet distribution company to serve the growing on-line market. l A conventional NPV financial analysis of the cash flows from this investment suggests that the present value of the cash flows from this investment to J&J will be only $95 million. Thus, by itself, the corporate venture has a negative NPV of $15 million. l If the on-line market turns out to be more lucrative than currently anticipated, J&J could expand its reach a global on-line market with an additional investment of $125 million any time over the next 2 years. While the current expectation is that the PV of cash flows from having a worldwide on-line distribution channel is only $100 million (still negative NPV), there is considerable uncertainty about both the potential for such an channel and the shape of the market itself, leading to significant variance in this estimate. l This uncertainty is what makes the corporate venture valuable!

9. Copyright ©2001 Ian H. Giddy Valuation for M&A 9 giddy.org Valuing the Corporate Venture Option l The corporate option would cost an expected $15 million. But what is it worth to J&J? l Value of the underlying asset (S) = PV of cash flows from purchase of on-line selling venture, if done now =$100 Million l Strike Price (K) = cost of expansion into global on-line selling = $125 Million l We estimate the variance in the estimate of the project value by using the annualized volatility (standard deviation) in firm value of publicly traded on-line marketing firms in the global markets, which is approximately 50%.  Variance in Underlying Asset’s Value = SD^2=.25 l Time to expiration = Period for which “venture option” applies = 2 years l 2-year interest rate: 6.5%

10. Copyright ©2001 Ian H. Giddy Valuation for M&A 10 giddy.org Option Pricing 94.5 Option Price = Intrinsic value + Time value Option Price Underlying Price 94.75 Time value depends on n Time n Volatility n Distance from the strike price Time value depends on n Time n Volatility n Distance from the strike price

11. Copyright ©2001 Ian H. Giddy Valuation for M&A 11 giddy.org Value of Call Option INTRINSIC VALUETIME VALUE EXPECTED VALUE OF PROFIT GIVEN EXERCISE STRIKE FUTURES PRICE SHADED AREA: Probability distribution of the log of the futures price on the expiration date for values above the strike.

12. Copyright ©2001 Ian H. Giddy Valuation for M&A 12 giddy.org Black-Scholes Option Valuation Call value = S o N(d 1 ) - Xe -rT N(d 2 ) d 1 = [ln(S o /X) + (r +  2 /2)T] / (  T 1/2 ) d 2 = d 1 - (  T 1/2 ) where S o = Current stock price X = Strike price, T = time, r = interest rate N(d) = probability that a random draw from a normal distribution will be less than d.

13. Copyright ©2001 Ian H. Giddy Valuation for M&A 13 giddy.org Valuing the Corporate Venture Option l Value of the underlying asset (S) = PV of cash flows from purchase of on-line selling venture, if done now =$100 Million l Strike Price (X) = cost of expansion into global on-line selling = $125 Million l We estimate the variance in the estimate of the project value by using the annualized standard deviation in firm value of publicly traded on-line marketing firms in the global markets, which is approximately 50%.  Variance in Underlying Asset’s Value = SD^2=0.25 l Time to expiration = Period for which “venture option” applies = 2 years l 2-year interest rate: 6.5% Call Value = 100 N(d 1 ) -125 (exp(-0.065)(2)) N(d 2 ) = $ 24.2 Million

14. Copyright ©2001 Ian H. Giddy Valuation for M&A 14 giddy.org Conclusion? Johnson & Johnson should go ahead and invest in the venture -- the value of the option ($24 million) exceeds the cost ($15 million) Can this approach be used to value highly speculative ventures? Option pricing: http://www.axone.ch/JavaCalculators.htm

15. Prof. Ian Giddy New York University Leveraged Finance

16. Copyright ©2001 Ian H. Giddy Valuation for M&A 16 giddy.org M&A and Leverage n Leveraged buyout? Company has unused debt capacity n Leveraged recapitalization? n Takeover?

17. Copyright ©2001 Ian H. Giddy Valuation for M&A 17 giddy.org Leveraged Financing Leveraged Finance is the provision of bank loans and the issue of high yield bonds to fund acquisitions of companies or parts of companies by l an existing internal management team (a management buy-out), l an external management team (a management buy-in), or l a third party (a leveraged acquisition).

18. Copyright ©2001 Ian H. Giddy Valuation for M&A 18 giddy.org Leveraged Finance is Driven by Free Cash Flow l Free cash flow is cash flow in excess of that required to fund all the company's positive net present value investment opportunities l Free cash flow tempts companies to waste cash l Leveraged finance is designed to take advantage of a company’s free cash flow

19. Copyright ©2001 Ian H. Giddy Valuation for M&A 19 giddy.org Asian LBO Examples l CCM Malaysia l ASAT Hong Kong l Mando Korea l “EMAS”

20. Copyright ©2001 Ian H. Giddy Valuation for M&A 20 giddy.org CCM’s Buyout of ICI Malaysia l November 1994: management buy-out of 50.1% equity interest in ICI (Malaysia) to three executive directors of CCM for RM 206.00 million l The buy-out was financed primarily by bank loans that served as bridge financing. The bridge financing was repaid out of the proceeds of divestitures of non-core businesses, and from a RM150 million bond issue in 1995

21. Copyright ©2001 Ian H. Giddy Valuation for M&A 21 giddy.org ASAT LBO l November 1999: a financial investor group led by Chase Manhattan Corp's private equity arm for Asian investments buys a 50% stake from ASAT's loss- plagued parent, QPL l Financing of the deal done through a US$150m high-yield bond, a US$60m syndicated bank loan and equity contributions from the partners in the consortium

22. Copyright ©2001 Ian H. Giddy Valuation for M&A 22 giddy.org Mando LBO l South Korea's Mando Machinery Corp purchased in early 1999 by Chase Capital Partners and UBS for $446 million l Funded with $167 million of equity from the investors and a 316 billion won ($279 million) bridge loan facility from Korean financial institutions

23. Copyright ©2001 Ian H. Giddy Valuation for M&A 23 giddy.org The Alchemy Successful leveraged finance depends on: l Free cash flow analysis l Before-and-after valuation l Structuring the financing

24. Copyright ©2001 Ian H. Giddy Valuation for M&A 24 giddy.org Typical LBO Sequence Company gets bloated or slack and stock price falls LBO offer made LBO completed Restructuring  Efficiencies  Divestiture s  Financial ? years3-9 months5-7 years IPO or sale of company

25. Copyright ©2001 Ian H. Giddy Valuation for M&A 25 giddy.org The John M Case Leveraged Buy-Out What are the most important operating and financial characteristics of the Case Company ? Is the company worth Mr Case's $20 million asking price ? Can the $20 million purchase be financed so that management can retain at least 51% ownership ? What sources should management tap ? In what amounts? Is the return being sought by the venture capital reasonable ?

26. Copyright ©2001 Ian H. Giddy Valuation for M&A 26 giddy.org QUESTIONS cont. 4. How compelling a buyout opportunity is this proposition for the four managers ? 5. Would you, as a commercial banking lender, provide the loan needed to finance the seasonal buildup in accounts receivable and inventory ? On what terms ? 6. Would you, as the venture capital firm, provide the balance of the funds needed ? If so, on what terms ?

27. Copyright ©2001 Ian H. Giddy Valuation for M&A 27 giddy.org POSITIVES : l The company has a stable product l The company enjoys good profit margins l There are important barriers to competitor entry l The business is not too asset-intensive l The four key managers know the business well

28. Copyright ©2001 Ian H. Giddy Valuation for M&A 28 giddy.org NEGATIVES : l Sales growth is probably quite limited l This low-tech product has no patent protection l Even if outsiders find it difficult to penetrate the market, that may not apply to vendors already in the industry, most particularly, the Watts Company

29. Copyright ©2001 Ian H. Giddy Valuation for M&A 29 giddy.org Book Value Basis : l Asking price : twice the value of the company’s equity l Why would anyone pay this ? l If the profitability of the company justifies it l - in this case, it appears to – ROE around 20 % or $ 2 million in 1984

30. Copyright ©2001 Ian H. Giddy Valuation for M&A 30 giddy.org Comparable Company Value l Common practice to compare its value with those accorded to publicly traded companies in a similar business l After comparisons made, it is seen that the Case asking price is in line with the market value of a publicly traded competitor

31. Copyright ©2001 Ian H. Giddy Valuation for M&A 31 giddy.org FINANCING SOURCES : l Bank Loan l Loan from Mr Case l Venture Capitalists' Investment

32. Copyright ©2001 Ian H. Giddy Valuation for M&A 32 giddy.org John M Case LBO John Case, owner Managers, buyers Company $20 million Payment: n Bank debt $6m n Seller note $4m n Sub debt with warrants $9.5m n Manager’s equity $0.5m

33. Copyright ©2001 Ian H. Giddy Valuation for M&A 33 giddy.org John Case Valuation Spreadsheet

34. Copyright ©2001 Ian H. Giddy Valuation for M&A 34 giddy.org Simplified Balance Sheet for a restructured J.M.Case Company Assets Liabilities Cash$5762 Current Liab $1266 Other current 3236Bank loan 6000 Fixed & other 2184Case loan 4000 Good will10084Plug figure 9500 Managers’ equity 500 Total21,266Total21,266

35. Copyright ©2001 Ian H. Giddy Valuation for M&A 35 giddy.org John Case Cost of Capital

36. Copyright ©2001 Ian H. Giddy Valuation for M&A 36 giddy.org giddyonline.com Ian Giddy NYU Stern School of Business 44 West 4 th Street New York, NY 10024, USA Tel 212-998-0332; Fax 917-462-7629 ian.giddy@nyu.edu http://giddy.org