1. 23-1 Mergers and Other Forms of Corporate Restructuring

2. 23-2 Mergers and Other Forms of Corporate Restructuring u Sources of Value u Strategic Acquisitions Involving Common Stock u Acquisitions and Capital Budgeting u Closing the Deal

3. 23-3 Mergers and Other Forms of Corporate Restructuring u Takeovers, Tender Offers, and Defenses u Strategic Alliances u Divestiture u Ownership Restructuring u Leveraged Buyouts

4. 23-4 Why Engage in Corporate Restructuring? u Sales enhancement and operating economies* u Improved management u Information effect u Wealth transfers u Tax reasons u Leverage gains u Hubris hypothesis u Management’s personal agenda * Will be discussed in more detail in Slides 23-5 and 23-6

5. 23-5 Sales Enhancement and Operating Economies u Sales enhancement u Sales enhancement can occur because of market share gain, technological advancements to the product table, and filling a gap in the product line. u Operating economies u Operating economies can be achieved because of the elimination of duplicate facilities or operations and personnel. u Synergy u Synergy -- Economies realized in a merger where the performance of the combined firm exceeds that of its previously separate parts.

6. 23-6 Sales Enhancement and Operating Economies u Horizontal merger u Horizontal merger: best chance for economies u Vertical merger u Vertical merger: may lead to economies u Conglomerate merger u Conglomerate merger: few operating economies u Divestiture u Divestiture: reverse synergy may occur Economies of Scale Economies of Scale -- The benefits of size in which the average unit cost falls as volume increases.

7. 23-7 Strategic Acquisitions Involving Common Stock u When the acquisition is done for common stock, a “ratio of exchange,” which denotes the relative weighting of the two companies with regard to certain key variables, results. financial acquisition u A financial acquisition occurs when a buyout firm is motivated to purchase the company (usually to sell assets, cut costs, and manage the remainder more efficiently), but keeps it as a stand-alone entity. Strategic Acquisition Strategic Acquisition -- Occurs when one company acquires another as part of its overall business strategy.

8. 23-8 Strategic Acquisitions Involving Common Stock Example Example -- Company A will acquire Company B with shares of common stock. Present earnings$20,000,000$5,000,000 Shares outstanding 5,000,000 2,000,000 Earnings per share$4.00 $2.50 Price per share $64.00 $30.00 Price / earnings ratio 16 12 Company A Company B

9. 23-9 Strategic Acquisitions Involving Common Stock Example Example -- Company B has agreed on an offer of $35 in common stock of Company A. Total earnings$25,000,000 Shares outstanding* 6,093,750 Earnings per share$4.10 Surviving Company A.546875 Exchange ratio = $35 / $64 =.546875 New shares from exchange.546875 * New shares from exchange =.546875 x 2,000,000 1,093,750 = 1,093,750

10. 23-10 Strategic Acquisitions Involving Common Stock u The shareholders of Company A will experience an increase in earnings per share because of the acquisition [$4.10 post-merger EPS versus $4.00 pre-merger EPS]. u The shareholders of Company B will experience a decrease in earnings per share because of the acquisition [.546875 x $4.10 = $2.24 post-merger EPS versus $2.50 pre- merger EPS].

11. 23-11 Strategic Acquisitions Involving Common Stock u Surviving firm EPS will increase any time the P/E ratio “paid” for a firm is less than the pre-merger P/E ratio of the firm doing the acquiring. [Note: P/E ratio “paid” for Company B is $35/$2.50 = 14 versus pre- merger P/E ratio of 16 for Company A.]

12. 23-12 Strategic Acquisitions Involving Common Stock Example Example -- Company B has agreed on an offer of $45 in common stock of Company A. Total earnings$25,000,000 Shares outstanding* 6,406,250 Earnings per share$3.90 Surviving Company A.703125 Exchange ratio = $45 / $64 =.703125 New shares from exchange.703125 * New shares from exchange =.703125 x 2,000,000 1,406,250 = 1,406,250

13. 23-13 Strategic Acquisitions Involving Common Stock u The shareholders of Company A will experience a decrease in earnings per share because of the acquisition [$3.90 post- merger EPS versus $4.00 pre-merger EPS]. u The shareholders of Company B will experience an increase in earnings per share because of the acquisition [.703125 x $4.10 = $2.88 post-merger EPS versus $2.50 pre-merger EPS].

14. 23-14 Strategic Acquisitions Involving Common Stock u Surviving firm EPS will decrease any time the P/E ratio “paid” for a firm is greater than the pre-merger P/E ratio of the firm doing the acquiring. [Note: P/E ratio “paid” for Company B is $45/$2.50 = 18 versus pre- merger P/E ratio of 16 for Company A.]

15. 23-15 What About Earnings Per Share (EPS)? u Merger decisions should not be made without considering the long-term consequences. u The possibility of future earnings growth may outweigh the immediate dilution of earnings. With the merger Without the merger Time in the Future (years) Expected EPS ($) Initially, EPS is less with the merger. Eventually, EPS is greater with the merger. Equal

16. 23-16 Market Value Impact u The above formula is the ratio of exchange of market price. u If the ratio is less than or nearly equal to 1, the shareholders of the acquired firm are not likely to have a monetary incentive to accept the merger offer from the acquiring firm. Market price per share of the acquiring company Number of shares offered by the acquiring company for each share of the acquired company Market price per share of the acquired company X

17. 23-17 Market Value Impact Example Example -- Acquiring Company offers to acquire Bought Company with shares of common stock at an exchange price of $40. Present earnings$20,000,000$6,000,000 Shares outstanding 6,000,000 2,000,000 Earnings per share$3.33 $3.00 Price per share $60.00 $30.00 Price / earnings ratio 18 10 Acquiring Bought Company

18. 23-18 Market Value Impact Exchange ratio Exchange ratio = $40 / $60 =.667 Market price exchange ratio Market price exchange ratio = $60 x.667 / $30 = 1.33 Total earnings$26,000,000 Shares outstanding* 7,333,333 Earnings per share$3.55 Price / earnings ratio 18 Market price per share $63.90 Surviving Company New shares from exchange.666667 * New shares from exchange =.666667 x 2,000,000 1,333,333 = 1,333,333

19. 23-19 Market Value Impact u Notice that both earnings per share and market price per share have risen because of the acquisition. This is known as “bootstrapping.” u The market price per share = (P/E) x (Earnings). andNOT u Therefore, the increase in the market price per share is a function of an expected increase in earnings per share and the P/E ratio NOT declining. u The apparent increase in the market price is driven by the assumption that the P/E ratio will not change and that each dollar of earnings from the acquired firm will be priced the same as the acquiring firm before the acquisition (a P/E ratio of 18).

20. 23-20 Empirical Evidence on Mergers u Target firms in a takeover receive an average premium of 30%. u Evidence on buying firms is mixed. It is not clear that acquiring firm shareholders gain. Some mergers do have synergistic benefits. Buyingcompanies Sellingcompanies TIME AROUND ANNOUNCEMENT (days) Announcement date 0 - + CUMULATIVE AVERAGE ABNORMAL RETURN (%)

21. 23-21 Developments in Mergers and Acquisitions u Idea is to rapidly build a larger and more valuable firm with the acquisition of small- and medium-sized firms (economies of scale). u Provide sellers cash, stock, or cash and stock. u Owners of small firms likely stay on as managers. u If privately owned, a way to more rapidly grow towards going through an initial public offering (see Slide 22). Roll-Up Transactions Roll-Up Transactions – The combining of multiple small companies in the same industry to create one larger company.

22. 23-22 Developments in Mergers and Acquisitions u IPO funds are used to finance the acquisitions. IPO Roll-Up IPO Roll-Up – An IPO of independent companies in the same industry that merge into a single company concurrent with the stock offering. An Initial Public Offering (IPO) is a company’s first offering of common stock to the general public.

23. 23-23 Acquisitions and Capital Budgeting free cash flows u An acquisition can be treated as a capital budgeting project. This requires an analysis of the free cash flows of the prospective acquisition. u Free cash flows u Free cash flows are the cash flows that remain after we subtract from expected revenues any expected operating costs and the capital expenditures necessary to sustain, and hopefully improve, the cash flows. u Free cash flows u Free cash flows should consider any synergistic effects but be before any financial charges so that examination is made of marginal after-tax operating cash flows and net investment effects.

24. 23-24 Cash Acquisition and Capital Budgeting Example AVERAGE FOR YEARS (in thousands) 1 - 5 6 - 10 11 - 15 Annual after-tax operating cash flows from acquisition $2,000$1,800 $1,400 cash flows from acquisition $2,000$1,800 $1,400 Net investment 600 300 --- Cash flow after taxes $1,400$1,500 $1,400 Cash flow after taxes $1,400$1,500 $1,400 16 - 2021 - 25 Annual after-tax operating cash flows from acquisition $ 800$ 200 cash flows from acquisition $ 800$ 200 Net investment --- --- Cash flow after taxes $ 800$ 200 Cash flow after taxes $ 800$ 200

25. 23-25 Cash Acquisition and Capital Budgeting Example free cash flows u The appropriate discount rate for our example free cash flows is the cost of capital for the acquired firm. Assume that this rate is 15% after taxes. free cash flow $8,724,000 u The resulting present value of free cash flow is $8,724,000. This represents the maximum acquisition price that the acquiring firm should be willing to pay, if we do not assume the acquired firm’s liabilities. $8,724,000 u If the acquisition price is less than (exceeds) the present value of $8,724,000, then the acquisition is expected to enhance (reduce) shareholder wealth over the long run.

26. 23-26 Other Acquisition and Capital Budgeting Issues u Noncash payments and assumption of liabilities u Estimating cash flows u Cash-flow approach versus earnings per share (EPS) approach u Generally, the EPS approach examines the acquisition on a short-run basis, while the cash- flow approach takes a more long-run view.

27. 23-27 Closing the Deal u Target is evaluated by the acquirer u Terms are agreed upon u Ratified by the respective boards u Approved by a majority (usually two-thirds) of shareholders from both firms u Appropriate filing of paperwork u Possible consideration by The Antitrust Division of the Department of Justice or the Federal Trade Commission Consolidation Consolidation -- The combination of two or more firms into an entirely new firm. The old firms cease to exist.

28. 23-28 Taxable or Tax-Free Transaction u Taxable u Taxable -- if payment is made by cash or with a debt instrument. u Tax-Free u Tax-Free -- if payment made with voting preferred or common stock and the transaction has a “business purpose.” (Note: to be a tax- free transaction a few more technical requirements must be met that depend on whether the purchase is for assets or the common stock of the acquired firm.) At the time of acquisition, for the selling firm or its shareholders, the transaction is:

29. 23-29 Alternative Accounting Treatments Pooling of Interests (method) net book value Pooling of Interests (method) -- A method of accounting treatment for a merger based on the net book value of the acquired company’s assets. The balance sheets of the two companies are simply combined. Purchase (method) market price Purchase (method) -- A method of accounting treatment for a merger based on the market price paid for the acquired company.

30. 23-30 FASB and Alternative Accounting Treatments u Pooling of interests is largely a United States phenomenon. u In 1999, FASB voted unanimously to eliminate pooling of interests. u Likely to become effective in 2000 once a final standard is issued (although still vocal opposition to the accounting change). Pooling of Interests

31. 23-31 Accounting Treatment of Goodwill u Goodwill cannot be amortized for more than 40 years for “financial accounting purposes.” u Goodwill charges are generally deductible for “tax purposes” over 15 years for acquisitions occurring after August 10, 1993. Goodwill Goodwill -- The intangible assets of the acquired firm arising from the acquiring firm paying more for them than their book value. Goodwill must be amortized.

32. 23-32 Tender Offers u Allows the acquiring company to bypass the management of the company it wishes to acquire. Tender Offer Tender Offer -- An offer to buy current shareholders’ stock at a specified price, often with the objective of gaining control of the company. The offer is often made by another company and usually for more than the present market price.

33. 23-33 Tender Offers u It is not possible to surprise another company with its acquisition because the SEC requires extensive disclosure. u The tender offer is usually communicated through financial newspapers and direct mailings if shareholder lists can be obtained in a timely manner. u A two-tier offer (Slide 34) may be made with the first tier receiving more favorable terms. This reduces the free-rider problem.

34. 23-34 Two-Tier Tender Offer u Increases the likelihood of success in gaining control of the target firm. u Benefits those who tender “early.” Two-tier Tender Offer Two-tier Tender Offer – Occurs when the bidder offers a superior first-tier price (e.g., higher amount or all cash) for a specified maximum number (or percent) of shares and simultaneously offers to acquire the remaining shares at a second-tier price.

35. 23-35 Defensive Tactics u The company being bid for may use a number of defensive tactics including: u (1) persuasion by management that the offer is not in their best interests, (2) taking legal actions, (3) increasing the cash dividend or declaring a stock split to gain shareholder support, and (4) as a last resort, looking for a “friendly” company (i.e., white knight) to purchase them. White Knight White Knight -- A friendly acquirer who, at the invitation of a target company, purchases shares from the hostile bidder(s) or launches a friendly counter-bid in order to frustrate the initial, unfriendly bidder(s).

36. 23-36 Antitakeover Amendments and Other Devices Shareholders’ Interest Hypothesis This theory implies that contests for corporate control are dysfunctional and take management time away from profit-making activities. Managerial Entrenchment Hypothesis This theory suggests that barriers are erected to protect management jobs and that such actions work to the detriment of shareholders. Motivation Theories:

37. 23-37 Antitakeover Amendments and Other Devices u Stagger the terms of the board of directors u Change the state of incorporation u Supermajority merger approval provision u Fair merger price provision u Leveraged recapitalization u Poison pill u Standstill agreement u Premium buy-back offer Shark Repellent Shark Repellent -- Defenses employed by a company to ward off potential takeover bidders -- the “sharks.”

38. 23-38 Empirical Evidence on Antitakeover Devices u Empirical results are mixed in determining if antitakeover devices are in the best interests of shareholders. u Standstill agreements and stock repurchases by a company from the owner of a large block of stocks (i.e., greenmail) appears to have a negative effect on shareholder wealth. management entrenchment hypothesis u For the most part, empirical evidence supports the management entrenchment hypothesis because of the negative share price effect.

39. 23-39 Strategic Alliance u Strategic alliances usually occur between (1) suppliers and their customers, (2) competitors in the same business, (3) non-competitors with complementary strengths. joint venture u A joint venture is a business jointly owned and controlled by two or more independent firms. Each venture partner continues to exist as a separate firm, and the joint venture represents a new business enterprise. Strategic Alliance Strategic Alliance -- An agreement between two or more independent firms to cooperate in order to achieve some specific commercial objective.

40. 23-40 Divestiture u Liquidation u Liquidation -- The sale of assets of a firm, either voluntarily or in bankruptcy. u Sell-off u Sell-off -- The sale of a division of a company, known as a partial sell-off, or the company as a whole, known as a voluntary liquidation. Divestiture Divestiture -- The divestment of a portion of the enterprise or the firm as a whole.

41. 23-41 Divestiture u Spin-off u Spin-off -- A form of divestiture resulting in a subsidiary or division becoming an independent company. Ordinarily, shares in the new company are distributed to the parent company’s shareholders on a pro rata basis. u Equity Carve-out u Equity Carve-out -- The public sale of stock in a subsidiary in which the parent usually retains majority control.

42. 23-42 Empirical Evidence on Divestitures u For liquidation of the entire company, shareholders of the liquidating company realize a +12 to +20% return. u For partial sell-offs, shareholders selling the company realize a slight return (+2%). Shareholders buying also experience a slight gain. u Shareholders gain around 5% for spin-offs. u Shareholders receive a modest +2% return for equity carve-outs. u Divestiture results are consistent with the informational effect as shown by the positive market responses to the divestiture announcements.

43. 23-43 Ownership Restructuring u The most common transaction is paying shareholders cash and merging the company into a shell corporation owned by a private investor management group. u Treated as an asset sale rather than a merger. Going Private Going Private -- Making a public company private through the repurchase of stock by current management and/or outside private investors.

44. 23-44 Motivation and Empirical Evidence for Going Private u Elimination of costs associated with being a publicly held firm (e.g., registration, servicing of shareholders, and legal and administrative costs related to SEC regulations and reports). u Reduces the focus of management on short-term numbers to long-term wealth building. u Allows the realignment and improvement of management incentives to enhance wealth building by directly linking compensation to performance without having to answer to the public. Motivations:

45. 23-45 Motivation and Empirical Evidence for Going Private u Large transaction costs to investment bankers. u Little liquidity to its owners. u A large portion of management wealth is tied up in a single investment. Empirical Evidence: u Shareholders realize gains (+12 to +22%) for cash offers in these transactions. Motivations (Offsetting Arguments):

46. 23-46 Ownership Restructuring u The debt is secured by the assets of the enterprise involved. Thus, this method is generally used with capital-intensive businesses. management buyout u A management buyout is an LBO in which the pre- buyout management ends up with a substantial equity position. Leverage Buyout (LBO) Leverage Buyout (LBO) -- A primarily debt financed purchase of all the stock or assets of a company, subsidiary, or division by an investor group.

47. 23-47 Common Characteristics For Desirable LBO Candidates u The company has gone through a program of heavy capital expenditures (i.e., modern plant). u There are subsidiary assets that can be sold without adversely impacting the core business, and the proceeds can be used to service the debt burden. u Stable and predictable cash flows. u A proven and established market position. u Less cyclical product sales. u Experienced and quality management. Common characteristics (not all necessary):