1. 30-0 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Corporate Finance Ross  Westerfield  Jaffe Sixth Edition 30 Chapter Thirty Mergers and Acquisitions Prepared by Gady Jacoby University of Manitoba and Sebouh Aintablian American University of Beirut

2. 30-1 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Chapter Outline 30.1 The Basic Forms of Acquisitions 30.2 The Tax Forms of Acquisitions 30.3 Accounting for Acquisitions 30.4 Determining the Synergy from an Acquisition 30.5 Source of Synergy from Acquisitions 30.6 Calculating the Value of the Firm after an Acquisition 30.7 A Cost to Stockholders from Reduction in Risk 30.8 Two "Bad" Reasons for Mergers 30.9 The NPV of a Merger 30.10 Defensive Tactics 30.11 Some Evidence on Acquisitions 30.12 Summary and Conclusions

3. 30-2 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.1 The Basic Forms of Acquisitions There are three basic legal procedures that one firm can use to acquire another firm: –Merger –Acquisition of Stock –Acquisition of Assets Although these forms are different from a legal standpoint, the financial press frequently does not distinguish among them. In our discussions, we use the term merger regardless of the actual form of the acquisition.

4. 30-3 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Merger or Consolidation A merger refers to the absorption of one firm by another. The acquiring firm retains its name and identity, and acquires all the assets and liabilities of the acquired firm. After the merger, the acquired firm ceases to exist as a separate entity. A consolidation is the same as a merger except that an entirely new firm is created. In a consolidation, both the acquiring firm and the acquired firm terminate their previous legal existence. An advantage of using a merger to acquire a firm is that it is legally straightforward and does not cost as much as other forms of acquisition. A disadvantage is that a merger must be approved by a vote of the shareholders of each firm.

5. 30-4 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Acquisition of Stock A firm can acquire another firm by purchasing target firm’s voting stock in exchange for cash, shares of stock, or other securities. A tender offer is a public offer to buy shares made by one firm directly to the shareholders of another firm. –If the shareholders choose to accept the offer, they tender their shares by exchanging them for cash or securities. –A tender offer is frequently contingent on the bidder’s obtaining some percentage of the total voting shares. –If not enough shares are tendered, then the offer might be withdrawn or reformulated.

6. 30-5 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Acquisition of Assets One firm can acquire another by buying all of its assets. A formal vote of the shareholders of the selling firm is required. Advantage of this approach: it avoids the potential problem of having minority shareholders that may occur in an acquisition of stock. Disadvantage of this approach: it involves a costly legal process of transferring title.

7. 30-6 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited A Classification Scheme Financial analysts typically classify acquisitions into three types: –Horizontal acquisition: when the acquirer and the target are in the same industry. –Vertical acquisition: when the acquirer and the target are at different stages of the production process; example: an airline company acquiring a travel agency. –Conglomerate acquisition: the acquirer and the target are not related to each other.

8. 30-7 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited A Note on Takeovers Takeover is a general and imprecise term referring to the transfer of control of a firm from one group of shareholders to another. Takeover can occur by acquisition, proxy contests, and going-private transactions. In a proxy contest, a group of shareholders attempts to gain controlling seats on the board of directors by voting in new directors. A proxy authorizes the proxy holder to vote on all matters in a shareholders’ meeting.

9. 30-8 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Varieties of Takeovers Takeovers Acquisition Proxy Contest Going Private (LBO) Merger Acquisition of Stock Acquisition of Assets

10. 30-9 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.2 The Tax Forms of Acquisitions In a taxable acquisition, the shareholders of the target firm are considered to have sold their shares, and they will have capital gain/losses that will be taxed. In a tax-free acquisition, since the acquisition is considered an exchange instead of a sale, no capital gain or loss occurs.

11. 30-10 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.3 Accounting for Acquisitions The Purchase Method –The source of much “goodwill” Pooling of Interests Pooling of interest is generally used when the acquiring firm issues voting stock in exchange for at least 90-percent of the outstanding voting stock of the acquired firm. Purchase accounting is generally used under other financing arrangements.

12. 30-11 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.4 Determining the Synergy from an Acquisition Most acquisitions fail to create value for the acquirer. The main reason why they do not lies in failures to integrate two companies after a merger. –Intellectual capital often walks out the door when acquisitions aren't handled carefully. –Traditionally, acquisitions deliver value when they allow for scale economies or market power, better products and services in the market, or learning from the new firms.

13. 30-12 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.5 Source of Synergy from Acquisitions Revenue Enhancement Cost Reduction –Including replacing ineffective managers. Tax Gains –Net Operating Losses –Unused Debt Capacity The Cost of Capital –Economies of Scale in Underwriting.

14. 30-13 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.6 Calculating the Value of the Firm after an Acquisition Avoiding Mistakes –Do not Ignore Market Values –Estimate only Incremental Cash Flows –Use the Correct Discount Rate –Don’t Forget Transactions Costs

15. 30-14 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.7 A Cost to Stockholders from Reduction in Risk The Base Case –If two all-equity firms merge, there is no transfer of synergies to bondholders, but if… One Firm has Debt –The value of the levered shareholder’s call option falls. How Can Shareholders Reduce their Losses from the Coinsurance Effect? –Retire debt pre-merger.

16. 30-15 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.8 Two "Bad" Reasons for Mergers Earnings Growth –Only an accounting illusion. Diversification –Shareholders who wish to diversify can accomplish this at much lower cost with one phone call to their broker than can management with a takeover.

17. 30-16 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.9 The NPV of a Merger Typically, a firm would use NPV analysis when making acquisitions. The analysis is straightforward with a cash offer, but gets complicated when the consideration is stock.

18. 30-17 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited The NPV of a Merger: Cash NPV of merger to acquirer = Synergy – Premium Premium = Price paid for B - V B NPV of merger to acquirer = Synergy - Premium

19. 30-18 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited The NPV of a Merger: Common Stock The analysis gets muddied up because we need to consider the post-merger value of those shares we’re giving away.

20. 30-19 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Cash versus Common Stock Overvaluation –If the target firm shares are too pricey to buy with cash, then go with stock. Taxes –Cash acquisitions usually trigger taxes. –Stock acquisitions are usually tax-free. Sharing Gains from the Merger –With a cash transaction, the target firm shareholders are not entitled to any downstream synergies.

21. 30-20 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.10 Defensive Tactics Target-firm managers frequently resist takeover attempts. It can start with press releases and mailings to shareholders that present management’s viewpoint and escalate to legal action. Management resistance may represent the pursuit of self interest at the expense of shareholders. Resistance may benefit shareholders in the end if it results in a higher offer premium from the bidding firm or another bidder.

22. 30-21 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Divestitures The basic idea is to reduce the potential diversification discount associated with commingled operations and to increase corporate focus. Divestiture can take three forms: –Sale of assets: usually for cash –Spinoff: parent company distributes shares of a subsidiary to shareholders. Shareholders wind up owning shares in two firms. Sometimes this is done with a public IPO. –Issuance if tracking stock: a class of common stock whose value is connected to the performance of a particular segment of the parent company.

23. 30-22 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited The Control Block and The Corporate Charter If one individual or group owns 51-percent of a company’s stock, this control block makes a hostile takeover virtually impossible. Control blocks are typical in Canada, although they are the exception in the United States. The corporate charter establishes the conditions that allow a takeover. Target firms frequently amend corporate charters to make acquisitions more difficult. Examples –Staggering the terms of the board of directors. –Requiring a supermajority shareholder approval of an acquisition

24. 30-23 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Repurchase Standstill Agreements In a targeted repurchase the firm buys back its own stock from a potential acquirer, often at a premium. Critics of such payments label them greenmail. Standstill agreements are contracts where the bidding firm agrees to limit its holdings of another firm. –These usually leads to cessation of takeover attempts. –When the market decides that the target is out of play, the stock price falls.

25. 30-24 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Exclusionary Offers and Nonvoting Stock The opposite of a targeted repurchase. The target firm makes a tender offer for its own stock while excluding targeted shareholders. An example: –In 1986, the Canadian Tire Dealers Association offered to buy 49% of the company’s voting shares from the founding Billes family. –The offer was voided by the OSC, since it was viewed as an illegal form of discrimination against one group of shareholders.

26. 30-25 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Going Private and LBOs If the existing management buys the firm from the shareholders and takes it private. If it is financed with a lot of debt, it is a leveraged buyout (LBO). The extra debt provides a tax deduction for the new owners, while at the same time turning the previous managers into owners. This reduces the agency costs of equity

27. 30-26 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Other Defensive Devices Golden parachutes are compensation to outgoing target firm management. Crown jewels are the major assets of the target. If the target firm management is desperate enough, they will sell off the crown jewels. White Knight is a friendly bidder who promises to maintain the jobs of existing management. Poison pills are measures of true desperation to make the firm unattractive to bidders. They reduce shareholder wealth.

28. 30-27 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.11 Some Evidence on Acquisitions: Stock Price Changes in Successful U.S. Corporate Takeovers Takeover Successful Technique Targets Bidder Tender offer 30% 4% Merger 20% 0% Proxy contest 8% NA

29. 30-28 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Abnormal Returns in Successful Canadian Mergers Target Bidder Mergers 1964--839%3% Going private Transactions 1977--8925%NA - Minority buyouts27%NA - Non-controlling bidder24%NA

30. 30-29 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited Comparison of U.S. vs. Canadian Mergers The evidence both in U.S. and Canada strongly suggests that shareholders of successful target firms achieve substantial gains from takeovers. Shareholders of bidding firms earn significantly less from takeovers. The balance is more even for Canadian mergers than for U.S. ones. The reasons may be: –There is less competition among bidders in Canada. –The Canadian capital market is smaller. –There are federal government agencies to review foreign investments.

31. 30-30 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.12 Summary and Conclusions The three legal forms of acquisition are 1.Merger and consolidation 2.Acquisition of stock 3.Acquisition of assets M&A requires an understanding of complicated tax and accounting rules. The synergy from a merger is the value of the combined firm less the value of the two firms as separate entities.

32. 30-31 McGraw-Hill Ryerson © 2003 McGraw–Hill Ryerson Limited 30.12 Summary and Conclusions The possible synergies of an acquisition come from the following: –Revenue enhancement –Cost reduction –Lower taxes –Lower cost of capital The reduction in risk may actually help existing bondholders at the expense of shareholders.