mergers and acquisitions

Mergers and Acquisitions Vs Strategic Alliances

by

Dr. Glen Brown

Executive Summary

1 Mergers versus Alliances

1.1 Alliances with growing

1.2 Leveraging Rewards while lowering risks

1.3 Rules of the road.

2 ARGUMENTS FOR AND AGAINST MERGERS AND ACQUISITIONS

2.1 Methods of amalgamations and takeovers

2.2 Rationale for growth by acquisition

2.2.1 Application #1.

2.3 Sources of synergy

2.3.1 synergy from operating economies

2.4 Financial synergy


2.4.2 Application #3

3 Other synergistic effects

4 Why a company may want to be acquired

5 Gains from mergers

6 Causes of failure

7 Conclusions on growth by acquisition

8 Merger and acquisition activity in different countries

9 STRATEGIES AND TACTICS OF MERGERS AND ACQUISITIONS

9.1 Strategic steps

9.2 Tactical steps

10 IDENTIFYING POSSIBLE ACQUISITION TARGETS

10.1 Information required for appraisal of acquisitions

11 ACQUISITION CONSIDERATION AND STRUCTURE

11.1 Share or asset purchase

11.2 Financial value

12 ACQUISITION OF QUOTED COMPANIES

12.1 The regulation of takeovers

12.2 Procedure for a public bid — preliminary steps

13 City Code regulation of acquisitions

13.1 The stages of an offer

14 ACQUISITION OF PRIVATE COMPANIES

14.1 Preliminary considerations

14.2 Documentation of the agreement

15 DEFENCE AGAINST TAKEOVERS

15.1 Management attitude to a bid

15.2 Non-financial considerations

15.3 Reasons for predatory bids

16 Strategic defense

17 Good housekeeping

18 The reaction of the target company

19 Anti-takeover mechanisms

20 Defense document

21 Acceptable offers

22 ISSUES INFLUENCING THE SUCCESS OF Acquisitions

22.1 Pre-offer issues

22.2 Post-audit and monitoring of post-acquisition success

23 Strategic Acquisitions Involving Common Stock

24 Sensible Motives for Mergers

24.1 Economies of Scale

24.2 Economies of Vertical Integration

24.3 Surplus Funds

24.4 Eliminating Inefficiencies

24.5 To Diversify

25 Right and Wrong Ways to Estimate the Benefits of Mergers

26 Divestitures

26.1 Divestiture Illustrations

27 Conglomerate Mergers and Value Additivity

28 Appendix(es)

29 References

Executive Summary

THE JOURNAL Mergers and Acquisitions listed over gets t 5,000 mergers involving

U.S. corporations in 2000, and the total value of the companies acquired was $1.7 trillion. The year included the announcement of U.S’s largest merger, as AOL and Time Warner its bus agreed to form a company valued at $350 billion, group

What are the likely gains from mergers? How can managers calculate their benefits and costs? How can target companies defend themselves against unwelcome

bidders? Who gains and who loses in mergers? This book considers these questions[3] Rising earnings pressures, accelerating global competition, and increased

consolidation are driving unprecedented levels of corporate collaboration through mergers, acquisitions, and strategic alliances.

When two businesses combine their activities, the combination may take the form of an acquisition (also called a takeover) or a merger (also called an amalgamation). The primary purpose of any combination should be to increase shareholder wealth, such an increase normally coming from the effects of synergy.

It must be recognised that in practice the synergistic gains anticipated from a combination are often disappointing. This may be because managers generally prefer to grow their businesses through acquisition rather than organically. Although the Netscape/AOL, Exxon/Mobil, Daimler/Chrysler, and other headline making

“marriages” tend to focus attention on the value of mergers, in many situations alliances are preferable alternatives for companies looking to achieve strategic synergies. The numbers speak for themselves. Over the past years, for example, IBM has formed approximately 800 alliances, AT&T 400, and Hewlett Packard 300.

Such strategic alliances–whether with competitors, suppliers, vendors, or

complementary partners–are frequently the most efficient and effective means for achieving immediate access to the capital, talent, distribution channels, or manufacturing capabi1ities essential for maintaining market leadership. Other

considerations–including sobering M&A failure rates–also lead many companies to prefer alliances. ..though a major reason for seeking merger-related synergies is improved financial performance, a recent study by Mercer Management Consulting showed that only about half of the companies formed through mergers exhibited superior performance with in their industries.

Successful collaboration through strategic alliances hinges on spending advance time comparing the potential value of the alliance against that of a full-fledged merger or acquisition. Anticipating and avoiding inherent risks, carefully managing day-to-day alliance operations, and dissolving ongoing partnerships as soon as their costs out weigh their value are key success factors.

In this book I will discuss further the meaning of synergy and explain the various explanations for synergistic gains , Explain why many business combinations do not in fact realize the gains that were hoped from them. I will also discuss the blend of assets comprising the consideration on an acquisition. and identify relevant rules from the City Code which impact on any given situation

1 Mergers versus Alliances

In many situations, mergers and acquisitions are the only options for maintaining competitiveness. Shareholder demand, for instance, often mandates spinning off non-core divisions, and then quickly acquiring new and strategically complementary resources to maximize achievement of core objectives.

In addition, rapid consolidation in vertical industries such as high technology, financial services, and telecommunications means companies must initiate mergers “among equals” or buyouts of smaller firms simply to survive. Deregulation of industries such as utilities is also driving strategic consolidation through acquisitions–ensuring the increased size, diversity of resources, and broader industry “playing field” that facilitate international leadership. The rapid internationalization of business has also been a strong influence on merger activity. Many experts, for example, believe that the euro’s emergence is spurring increased interest in mergers among European corporations seeking more favorable global positioning.

Often, however, the window of opportunity is so narrow that it is impossible to negotiate a merger or acquisition in a timely manner. In this case, a strategic alliance, which can be quickly formed and disbanded if necessary, is particularly well suited. Especially in the high-technology arena, the ability to capitalize on strategic alliances enables companies to rapidly penetrate “hot” new marketplaces through a quick infusion of talent, manufacturing capabilities, or additional distribution channels, Faced with increased earnings pressure, corporations also view strategic alliances as a means for leveraging non-core resources rather than spinning them off. Finally, strategic alliances allow companies to enter into “trial marriages” before making the substantial commitment of resources that mergers and acquisitions entail.

The forms such alliances take are virtually unlimited, but they include joint marketing arrangements, shared research and development, collaboration on product design, technology licensing, and outsourcing of virtually all types.

1.1 Alliances with growing

Large corporations that are initiating strategic alliances are more and more often gravitating toward synergistic arrangements with small or midsize partners. These arrangements offer:

• Access to top-tier engineering talent that would normally shy away from a mammoth corporate structure

Instant access to the technology that holds the most potential for shaping market place demands frequently most available from smaller companies that maximize incentives for creativity and fast-paced development

A mutually beneficial means for sharing the risk, expense, and potential return involved with entering a promising new market. For growing companies, alliances with large corporations provide validation and accelerated visibility for their products, increased overall valuation of their companies, and added clout that makes funding more readily available.

A recent alliance between a world-class computer manufacturer and a smaller developer of desktop management solutions for enterprises illustrates the lure of such arrangements. The alliance agreement calls for the manufacturer to pre-load the developer’s leading-edge applications, which are rapidly becoming “must have” integration tools, onto its enterprise PCs. The manufacturer’s new ability to offer this unique and in-demand enterprise solution is jump-starting its potential for new growth. In turn, its smaller developer partner now enjoys an exponential increase in prospects. Both companies risked some up-front investment to optimize the performance of the software on the manufacturer’s systems, but the promise of a substantial return makes the strategic arrangement compelling[1]

1.2 Leveraging Rewards while lowering risks

Risk, is a paramount consideration with even the most straightforward alliances. There is always the concern that one alliance partner will decide to leverage resources gained from the temporary arrangement and move forward independently or with different partners. The risk is as important to large companies as it is to smaller firms because of their increasing dependence on intellectual property and cross-border partnerships for renewed competitiveness.

Because today’s economy is founded on knowledge transfer, alliance-related risks have become especially complex. The potential for “stealing” such intangible re as marketing know-how and engineering talent is daunting to companies of all sizes, and the consequences are far-reaching. The risk grows when alliances are international, especially when distance and differing ways of conducting business complicate daily oversight of alliance activities.

Risk also increases in relation to the level of commitment an alliance requires. The more two companies share in order to form a rewarding venture, the more resources they stand to permanently sacrifice should the venture fail. And failure is a common occurrence. In fact, more than half of all alliances between large and small technology s fail after four years.

1.3 Rules of the road.

The potential for such risk requires following “rules of the road” when structuring each

partnership. There are both legal and strategic routes for getting the most out of every

alliance while minimizing their hazards. Among steps companies should take to tap into the “gold mines” that alliances offer are the following:

• Begin with due diligence. Due diligence is important both for assessing the potential contribution of new partners, and for evaluating companies that have worked with yours in the past, but through markedly different arrangements. For instance, corporations entering into alliances with former vendors should use due diligence to assure that the vendors have the financial and management depth to execute new roles. Companies engaging in international alliances should find an overseas firm with skill in ferreting out and interpreting documentation about potential foreign partners. In many countries, financial documentation is difficult to access except via a local, hands-on approach.

• Be specific. Move forward with alliance arrangements only after defining and documenting clear objectives, performance benchmarks, and specific timetables for key milestones.

• Assure shared values. Even if their companies are markedly different, alliance partners must share basic values if their initiatives are to succeed. For example, a large public company that wants to accelerate research and development may find a good partner in a growing and innovative engineering firm–but only if that firm also values the strict financial controls that are important to the larger company.

• Work toward dedicated arrangements. Avoid staffing alliances with managers and employees who serve two masters with substantial and often conflicting demands. For example, if one partner’s incentives relate entirely to sales, but the other’s relate to new product development, those working on the alliance, and thus influenced by both incentive plans, will lack clear direction. You must create consistent incentives for success that tap into the staff’s inherent motivations. And you should also put your most goal-oriented in-house staff in charge of managing the alliance.

• Move toward permanent knowledge transfer. Whenever possible, rotate large numbers of in-house employees through an alliance as a training tool. Without violating terms that delineate ownership of intellectual property, take advantage of cross-training opportunities.

• Capitalize on opportunities for changing your existing corporate culture. Large companies often ally with small and midsize firms to gain access to teams that are more entrepreneurial than their own, particularly when new-market entry is the goal. If they properly structure these alliances, they can gain a major permanent benefit from a temporary partnership–a ramp-up of their full-time employees’ entrepreneurial drive By organizing entrepreneurial incentives for the individuals charged with managing these alliances–such as offering managers a reward of in creased stock options based on meeting alliance-specific goals–companies can pull these managers out of established political infrastructures that may inhibit risk taking, and modify the way they tend to approach their work in general. Managers’ teams may also adopt this new approach by osmosis–potentially leading to new levels of innovation that translate into additional market opportunities.

Allow for continual change. The best alliances are structured with room for experimentation, pullbacks due to adverse marketplace changes, and dissolution if they are hampering financial performance.

Document with care. Even relatively low-risk ventures such as joint product marketing require documentation. In this case, a news release can serve as a document for cementing the commitment of each side to honor related parameters. High-risk alliances, such as those related to joint development of core products, involve important commitments of technology, equity, and personnel, and call for extremely comprehensive written contracts that protect all involved parties. The documentation, for instance, should cover capital requirements and ownership parameters, employee incentive issues, third-party disclosures, access to future technology developments, buyback of rights, dispute resolution mechanisms, and a range of;:other considerations.

• Possible conclusion. Documentation is also important when companies approach strategic alliances from a slightly different vantage point–if, say, the alliance is acknowledged (by at least one party) as a stepping tone to a do-it-alone strategy. For instance, a manufacturer may deliberately form a temporary alliance with a distributor with the intent to convert to direct sales when resources allow. In other situations, companies may question their partner’s commitment and need to be able to regain 100% control if they are proven right. These companies should enter alliances with extreme care not to share assets that could ever be leveraged for the other party’s growth, and to have documentation in place that provides for mutually advantageous exit strategies.

• Reconsider acquisitions. Typically, alliance-related contracts anticipate that one company may seek to acquire the other should the arrangement show promise. Taking a long-term view of the alliance encourages a highly collaborative and trusting relationship early on–a precursor to a successful corporate marriage.

The return on successful strategic alliances can be significant, which justifies the substantial investment of resources in their advance planning. When structured with care, these alliances become essential to the growth of corporations across industries, including those that have already achieved synergies through previous M&A activity.[1]

2 ARGUMENTS FOR AND AGAINST

MERGERS AND ACQUISITIONS

2.1 Methods of amalgamations and takeovers

Though the terms are used loosely to describe a variety of activities, in every case the end result is that two companies become a single enterprise, in fact if not in name.

Whether by amalgamation or by takeover, the end result may be achieved by:

(a) transfer of assets; or

(b) transfer of shares

The two methods are summarised below.

TRANSFER OF ASSETS TRANSFER OF

SHARES

TAKEOVER

(B TAKES OVER A)

B acquires trade and assets from A for cash. A is then liquidated, and the proceeds received by the old shareholders of A

B acquires shares in A from A’s shareholders in exchange for cash. A, as a subsidiary of B, may subsequently transfer its trade and assets to its new parent company B

MERGER

(X and Y merge to form Z)

Z acquires trade and assets from both X and Y in return for shares in Z. X and Y are then liquidated and the shares in Z distributed in specie to the shareholders of X and Y.

Z acquires shares in X and Y in return for its own shares. X and Y as subsidiaries of Z may subsequently transfer their trade and assets to their new parent company (Z).

Other names that are used are Acquisition (Takeover) or Merger (Amalgamation).

2.2 Rationale for growth by acquisition

The ultimate justification of any policy is that it leads to an increase in value, ie, it increases shareholder wealth. As in capital budgeting where projects should be accepted if they have a positive NPV, in a similar way mergers should be pursued if they increase the wealth of shareholders


Suppose firm A (the acquirer) has a market value of £2m and it buys firm B, market value £2m, at its. current market price.

If the resultant new firm AB has a market value in excess of £4m then the merger can be counted as a success, if less it will be a failure. Essentially, for a successful merger we should be looking for a situation where:

Market value of the combined companies (AB) > Market value of A + Market value of B

If this situation occurs we have experienced synergy, that is, the whole is worth more than the sum of the parts. This is often expressed as:

2+2=5

It is important to note that synergy is not automatic. In an efficient stock market A and B will be correctly valued before the acquisition and we need to ask how synergy will be achieved, i.e., why any increase in value should occur.

2.3 Sources of synergy

Some sources of synergy are:

(a) operating economies;

(b) Market power;

(c) Financial gains; and

(d) Others.

We will examine each in turn.

2.3.1 synergy from operating economies

(a) Economies of scale

Horizontal mergers (acquisition of a company in a similar line of business) are often claimed to reduce costs and therefore increase profits due to economies of scale. These can occur in the production, marketing or finance areas. Note that these gains are not automatic and diseconomies of scale may also be experienced. These benefits are sometimes also claimed for conglomerate mergers (acquisition of companies in unrelated areas of business) in financial and marketing costs.

(b) Economies of vertical integration

Some acquisitions involve buying out other companies in the same production chain, eg, a manufacturer buying out a raw material supplier or a retailer. This can increase profits by ‘cutting out the middle man’.

(c) Complementary resources

It is sometimes argued that by combining the strengths of two companies a synergistic result can be obtained. For example, combining a company specializing in research and development with a company strong in the marketing area could lead to gains.

(d) Elimination of inefficiency

If the victim company is badly managed its performance and hence its value can be improved by the elimination of inefficiencies. Improvements could be obtained in the areas of production, marketing and finance.

2.4 Financial synergy

Several financial arguments are proposed in this area.

(a) Diversification

The argument goes that diversification normally reduces risk. If the earnings of the merged companies simply stay the same (ie, no operating economies are obtained) there could still be an increase in value of the company due to

the lower risk. This argument is developed by application #2.


The following data are available for two companies

Company A Company B

(i) Market value £2m £2m

(ii) Earnings to perpetuity £0.2m £0.4m

(iii) Rate of return 10% 20%

(iv) Standard deviation of return 8% 18%

Correlation coefficient between returns of A and B = 0.3

The risk and return of the combined company may be calculated in a similar way to the analysis of a two asset portfolio (in portfolio theory).

Return (assuming no operating economies) = £0.2 + £0.4m= £0.6m

The same total earnings are available but the risk is considerably less than the weighted average of the risk of the two individual companies (18+8)/2 = 13%

Therefore the value of the combined company should be in excess of £4m and synergistic gains will have been obtained.

The major fallacy in this argument is that it is based on total risk. Well-diversified shareholders evaluate companies on the basis of systematic risk, which, in one of the conclusions of CAPM, cannot be eliminated by diversification.

Assume, for example, that the following additional data were available:

βA = 1

βB =3.00

Rm = 10%

Rf = 5%

The systematic risk of the combined company would simply be given by the weighted average of the two β factors:

(0.5 x 1.00) + (0.5 x 3.00) = 2.00

This gives an implied required rate of return of:

Rf+ β(Rm–Rf) = 5%+200(10%–5%)

= 15%

On total earnings to perpetuity of £0.6m this would give a combined company value of:

£0.6m/0.15 =£4m

No increase in value has occurred because no risk reduction has been obtained. The systematic risk of the combined company is simply the weighted average of the individual systematic risks.

From a shareholder’s point of view, in the absence of any operating economies, there appears to be no gain from the merger.

Note, however, that managers often concentrate on total risk, as total risk affects their job security and the diversification argument can make sense

from a managerial viewpoint if not a shareholder’s.

(b) Diversification and financing

If the future cash flow streams of the two companies are not perfectly positively correlated then by combining the two companies the variability of their operating cash flow may be reduced. A more stable cash flow is more attractive to creditors and this could lead to cheaper financing.

(c) The ‘boot strap’ or PE game

It is often argued that companies with high PE ratios are in a good position to acquire other companies as they can impose their high PE ratio on the victim firm and increase its value.(see application #3)

2.4.2 Application #3

The following data are available:

Company A Company B

(i) Earnings available to shareholders £0.2m £0.4m

(ii) PE ratio 10 5

(iii) Market capitalisation (i) x (ii) £2m £2m

(iv) Number of shares Im Im

(v) Value per share £2 £2

Assume company A decided to buy company B at market value on a share for share basis.

This would involve the issue of 1m new shares by company A. The resultant company

(assuming no synergistic effects) would look something like this:

Company AB

Earnings available to ordinary shareholders £0.6m

Number of shares 2m

Earnings per share £0.3

The value per share will depend upon the PE ratio set by the market. Both parties would hope that the market would continue to apply A’s PE ratio to the combined company. This would lead to a share price of: EPS x PE ratio = 30px 10= £3 and a market capitalization of:

£3 per share x 2m shares = £6m

This is an overall increase in value of (over the value of the two companies prior to the merger) and would benefit both sets of shareholders.

The question we need to ask is ‘ In an efficient market why should this occur?’

The low PE ratio given to B presumably reflected its high risk or poor growth prospects. Why should the market change its mind simply because ownership has changed?

It might do so because of likely future operating economies, but not simply because A has a high PE ratio. The moral is clear – a high PE ratio in the acquiring company in itself is not the cause of any increase in value. In an efficient market increases in value will be caused by other benefits. If no other benefits are forthcoming the new PE ratio will simply be the weighted average of the individual PE ratios, i.e.:

[(Earnings of Ax PE ratio of A) + (Earnings of B x PE ratio of B)]/( Earnings of A + B)

= [(0.2m x 10) + (0.4m x 5]/(0.2m + 0.4m)

=6.667

The combined market capitalization of A and B would then be:

30p x 2m shares x6.667 = £4m - i.e., no gain to shareholders.

(d) Other financial benefits

These largely revolve around the elimination of inefficient financial management practices. Examples include:

(i) Buying low geared companies with good asset backing in order that they may be geared up to obtain the benefit of the corporation tax shield on debt.

(ii) Buying companies with accumulated tax losses in order that they may be

offset against profits of the acquiring company.

3 Other synergistic effects

(a) Surplus managerial talent

Companies with highly skilled managers can make use of this resource only if they have problems to solve. The acquisition of inefficient companies is sometimes the only way of fully utilizing skilled managers.

(b) Surplus cash

Companies with large amounts of surplus cash may see the acquisition of other companies as the only possible application for these funds. Of course, increased dividends could cure the problem of surplus cash, but this may be rejected for reasons of tax or dividend stability.

(c) Market power

Horizontal mergers may enable the firm to obtain a degree of monopoly power which could increase its profitability.

(d) Speed

Acquisition may be far faster than organic growth in obtaining a presence in a new and growing market.

4 Why a company may want to be

acquired

Many acquisitions are by mutual agreement, so small companies being acquired may welcome such a move. There are a number of possible reasons:

‘ (a) Personal – e.g., to retire, for security, because of the problem of inheritance tax.

(b) Business – an expanding small company may find that it reaches a size where it is impossible to restrain growth, but funds or management expertise are lacking.

(c) Technical – increasing sophistication presents a problem for the small company, e.g.:

(i) cost of research and development may be prohibitive;

(ii) inability to employ specialized expertise;

(iii) inability to offer a complete range of services or products to customers.

Such factors can apply to companies that are quite large by most standards, eg, Rolls-Royce Ltd was too small to absorb the losses on one new engine.

5 Gains from mergers

Acquisition is a popular route to growth and we have noted several arguments to justify expansion based on acquisition. We have also seen that many of these arguments are suspect.

Research in this area has two major conclusions:

(a) Value or synergistic gains are in practice quite small.

(b) Bidding companies usually pay a substantial premium over the market value of the victim company prior to the bid.

The implications of these findings are quite significant and may be demonstrated by returning to Application #3 of our two companies, A and B, both having a market value of £2m each in isolation.

Let us assume that when these are combined a small amount of synergy is obtained and their combined value rises to £4.5m.

Let us further assume that to acquire B’s shares A has had to pay a premium of £1m, i.e., total cost of B is £3.m

The benefit/(cost) of the takeover to A’s shareholders is as follows:

£

Market value of AB 4.5m

Original value of A 2.0m

Price paid for B 3.0m

Loss (0.5m)

This loss will be to the cost of the acquiring company shareholders but to the benefit of the victim company shareholders (as they received the £1 m premium).

This in fact reflects the overall conclusion of research in this area: the consistent winners In mergers and takeovers are victim company shareholders; the consistent losers are acquiring company shareholders.

6 Causes of failure

Reasons advanced for the high failure rate of takeovers are:

(a) Over-optimistic assessment of economies of scale. Such economies can be achieved at relatively small size; expansion beyond the optimum results in disproportionate cost disadvantages.

(b) Inadequate preliminary investigation combined with an inability to implement th amalgamation efficiently.

(c) Insufficient appreciation of the personnel problems which will arise.

(d) Dominance of subjective factors such as the status of the respective boards of directors.

Perhaps the fact that acquisition is often favored as an alternative to expansion by other means implies a tendency towards laziness in management. It is probably considered easier to acquire an existing business rather than to subject oneself to the discipline of seeking and justifying more difficult investment projects. Furthermore, the high level of redundancies evidenced in larger groups indicates that mergers and acquisitions create a

situation where rationalization (which would otherwise be shirked) may be carried out more acceptably.

7 Conclusions on growth by

acquisition

(a) Not all mergers are failures; some in fact are very successful. On average, however, research shows that expansion based on merger and takeover seems to bring few value gains to acquiring company shareholders.

(b) Mergers, however, are often in the interests of managers. They view success in a different light from shareholders and are often more concerned with the job security and career prospects brought by sheer size.

(c) There are alternatives to growth by acquisition. It is sometimes argued that as markets become more global mergers are required to allow companies to be large enough to compete. For example, telecommunications companies need to be very large to support the required research and development overhead. Other industries have, however, found ways round this problem. Joint ventures in the car industry between Honda/BL and Ford/Mazda are examples of alternatives to merger.

8 Merger and acquisition activity

in different countries

Merger and acquisition activity is much more common in the UK and USA than in Germany or Japan. This is principally because banks dominate the financial systems of Germany and Japan, and develop long-term relationships with the companies they serve, taking significant equity stakes and perhaps having board representation. These banks would not sell their stakes to a predator, whatever price is offered.

In the UK and USA most shares are held by institutional investors (pension funds, unit trusts, insurance companies, etc,). Their traditional tendency has been to sell their shares if they are dissatisfied with the company’s performance or if offered a significant premium to market price.

Some commentators have also argued that lax accounting standards in the UK have encouraged takeover activity in the past. Mergers were generously defined in SSAP 23 so that many acquisitions could be structured to fall within the SSAP 23 definition of a merger and so be accounted for using merger accounting. Additionally SSAP 22 allows purchased goodwill to be eliminated directly against reserves on acquisition, which is more generous than the international standard requiring capitalization and amortization. The

ASB are grappling with these problems as part of their current work programmed and hope that FRS 6 will prove more acceptable than SSAP

The implications of high takeover activity in the UK and USA are not clear cut. One view is that this contributes to the efficiency of the market, with resources being directed towards good managements. The opposing view is that most anticipated synergy gains are not realized in practice and that high takeover activity simply leads to short-term investment horizons by managers. This is an interesting area of the current debate on corporate governance in the UK.

9 STRATEGIES AND TACTICS OF

MERGERS AND ACQUISITIONS

Both organic growth and external growth as possible long-term growth strategies. No external growth should be considered unless the organic alternative has been dismissed as inferior. Assuming then that external growth has been decided upon, the remainder of this chapter considers the steps to be taken. A possible sequence of steps is as follows.

9.1 Strategic steps

Step 1 -Appraise possible acquisitions

Step 2 - Select the best acquisition target

Step 3 Decide on the financial strategy ie, the amount and the structure of the consideration

9.2 Tactical steps

Step 1 - Launch a dawn raid subject to the City Code

Step 2 -Make a public offer for the shares not held

Step 3 - Success will be achieved if more than 50% of the target company’s shares are acquired

10 IDENTIFYING POSSIBLE

ACQUISITION TARGETS

10.1 Information required for appraisal of acquisitions

Once a company has decided to expand by acquisition, it must seek out prospective targets in the business sectors it is interested in.

For each company examined, clearly the first objective is to examine the prospect closely from both a commercial and financial viewpoint. In general businesses are acquired as going concerns rather than the purchase of specific assets, and thus this section summarizes the variety of areas which require special examination:

(a) Organization

Special requirements:

(i) Organization chart.

(ii) Key management and quality.

(iii) Employee analysis.

(iv) Terms and conditions.

(v) Unionization and industrial relations.

(vi) Pension arrangements.

Clearly, businesses are about people, and their quality and organization requires examination. Further, comparison needs to be made with existing group remuneration levels and pensions, to determine the financial impact of their adoption, where appropriate, on the acquisition.

(b) Sales and marketing


(i) Historic and future sales volumes by:

(1) Major product group.

(2) Geographical location.

(3) Major channels of distribution.

(ii) Market position, including customers and competition for major product groups.

(iii) Sales organization.

(iv) Normal trading terms.

(v) Historic sales and promotions expenditure by product group.

(vi) Trade marks and patents byproduct group.

This additional information should provide a detailed assessment of the market and customer base to be acquired.

(c) Production, supply and distribution


(i) Total capacity and current usage levels.

(ii) Need for future capital investment to replace existing assets, or meet expanded volume requirements.

This would provide an assessment of the overhead burden due to undercapacity production and of the potential future capital requirements to maintain the required productive capacity of the business.

(d) Technology


(I) Details of particular technical skills inherent in the acquisition.

(ii) Research and development organization and historic expenditure.

Thus, an analysis would be made of the technical assets acquired, and their past and potential future maintenance costs.

(e) Accounting information


(i) All companies in business acquired, and legal structure.

(ii) Company searches for all companies.

(iii) Historic consolidated and individual company accounts.

(iv) Detailed explanation of accounting policies.

(v) Explanation for any extraordinaries, exceptional or other non-recurring income or expenditure.

(vi) Explanation of major fluctuations in sales, gross margins, overheads and capital employed.

These provide the background for basic financial analysis.

(f) Treasury information


(i) Amounts and terms of bank facilities and all other external loans and leasing facilities (including capitalised value, if not capitalised).

(ii) Details of security for such facilities.

(iii) Details of restrictive covenants and trust deeds for such facilities.

(iv) Details of guarantees and indemnities given for financial bonds, letters of credit, etc.

(v) Details of forward foreign exchange contracts, and exchange management policies.

All this information will be useful in planning the financial absorption of the business into the acquiring group, and will in particular reveal any ‘hidden assets’ (eg, low coupon loans) and ‘hidden liabilities’ (guarantees liable to be called, or hedged foreign exchange positions).

(g) Tax information


(i) Historic tax computations, agreed, submitted and unsubmitted by company.

(ii) Significant disputes with Revenue.

(iii) Trading losses brought forward.

(iv) Potential deferred tax not recorded as a liability in the accounts.

(v) Other potential tax liabilities, including VAT and PAYE.

(vi) Understanding of tax position of vendors, especially with respect to capital gains tax liability as a result of sale.

This can identify any potential tax assets (eg, utilisable losses) and liabilities (eg, likely payments of tax not provided), and assist in pricing and structuring the transaction having regard to the vendor’s tax position.

(h) Other commercial/financial information


(i) Details of ordinary and preference shareholders, with amounts held by each class, and voting restrictions if appropriate, together with share options held and partly paid shares.

(ii) Details of trading with related parties; management charges and prices.

(iii) Contingent liabilities, including litigation, forward purchase or sales contracts, including capital commitments and loss-making contracts not otherwise provided for.

(iv) Actuarial assessment of current pension funding, with assumptions.

(v) Details of important trading agreements.

This relates primarily to a better understanding of the capital structure and shareholdings to be acquired, and any potential financial liabilities overhanging the acquired company, of which the most significant may well be underfunded pension schemes.

11 ACQUISITION CONSIDERATION AND STRUCTURE

In general a purchaser and a vendor will need to agree on three basic issues in regard to an acquisition:

(a) Whether shares or assets are to be purchased.

(b) Financial value.

(c) Type of consideration.

11.1 Share or asset purchase

The ‘shares or asset’ issue does not generally arise when public companies are acquired, but with the purchase of private companies it will usually turn on the following points:

(a) An asset purchase will enable the purchaser to claim tax allowances on certain assets acquired, principally fixed assets other than land. The vendor, on the other hand, will probably have certain tax ‘claw-backs’ or ‘balancing charges’ to pay arising from tax allowances he has taken earlier, again principally on fixed assets other than land. The consequence is that, at least so far as tax efficiency is concerned, vendors do not generally favour this route, whilst acquirers seek it wherever possible.

(b) A share purchase is much more complicated, principally because of all the actual and contingent liabilities attaching to a company, as opposed to the underlying assets in the business, which can be sold separately from such liabilities. The documentation is much more lengthy and the cost of professional advisors far greater. In addition, stamp duty may be payable on the entire share transfer (as opposed to only on the property element of an asset sale). Where the vendor can be persuaded that his tax position is not prejudiced, therefore, this argues for an asset purchase.

A technique commonly used to mitigate the disadvantages of a share purchase is the hivedown. This is generally applied to a company only part of whose business is wanted by the purchaser. The part required is transferred to a clean ‘off the shelf or new company owned by the vendor; such a transfer can be accomplished without adverse tax consequences. The clean company, containing the business, is then sold without the documentary negotiation and complications which normally accompany the sale of a company which has been in existence for some time.

11.2 Financial value

The financial value of the business is clearly a matter for bargaining between the vendor and the acquirer. In so doing the following points should be taken into account:

(a) If the acquisition is for shares, any borrowings within the company would need to be added to the cost of the shares in computing the final consideration for the company. The combined consideration would then represent the financial value of the underlying assets concerned, and would normally be the price on which the investment appraisal for the acquisition would be based. Thus, total consideration for a company whose shares are valued at 200, and whose internal borrowings are 100, is in reality 300.

(b) Tax liabilities or advantages to the vendor or acquirer. The structure of the acquisition clearly affects the tax position of both parties, and there may be other tax assets or liabilities (eg, tax losses carried forward) which are additions to the commercial value of the business. These would affect the overall value of the business.

(c) Debt consideration bearing below market interest. Either by way of consideration (see

below) for shares, or existing internal borrowings acquired with the business. The present value of the difference over the life of the borrowings between the going market inter rate and the actual rate on the bon concerned is generally deducted from the total consideration.

Thus, where the total consideration is nominally 500, of which 300 is a loan, the inter rate on which is 7% (when the market rate is 10%) and the after-tax present value of t difference between the two interest rates is 10, the total consideration could be taken to 490.

(d) Conventional methods of valuing shares include earnings-based models, dividend valuation models and asset-based models. 4.4 Type of consideration

The means of transferring the financial value of the shares or assets of the business, ti consideration, can be satisfied in a combination of several alternatives:

(a) Cash.

(b) Debt.

(c) Preference shares.

(d) Ordinary shares.

In addition, debt and preference share consideration can be convertible into ordinary shares.

The value of ordinary shares issued is, generally speaking, based on their market value at the tin of issue. In principle, too, the issue of shares is no more expensive to the purchaser than cash debt consideration, despite the implicit difference in the cost of equity and debt. The reason for ti is that, in general, projects, whether internal or external (ie, acquisitions) should be considered to financed from a ‘pool’ of financial resources based on the optimum relationship between debt a equity, and basing the appropriate hurdle on the ‘blended’ cost of such a pool. If equity is issued consideration for a project, the change in the debt/equity ratio resulting is usually considered to temporary, and the group will subsequently make appropriate

adjustments in the level of debt order to optimise the ratio. Adjustments would equally have to be made where debt rather ti equity is issued.

There are, however, certain complicating factors which require to be borne in mind and may against the use of such shares:

(a) Temporary depression of share price

The acquirer may feel the then current share price might rise in the future, either bec the share market as a whole is depressed, or because the value of the acquiring comp shares are temporarily depressed. Thus, the vendor may be getting the shares ‘cheap’.

(b) Dilution of existing shareholders’ interests

This will be a problem where the acquirer has a limited number of major shareholders may not, for control or other reasons, wish to see their interests diluted.

(c) Difficulty in valuing shares

Unquoted companies may have difficulty in establishing an appropriate price.

(d) Maintenance of debt/equity ratio

If the change in the equity base is large in relation to the pre-acquisition level of equity, it may be difficult to get back to an optimum debt/equity ratio. Under these circumstances, the ordinary shares issue may indeed have a higher cost, closer to the cost of equity rather than to the ‘blended cost of capital’.

The type, cost and term/redemption arrangement of debt or preference shares to be issued is a matter for negotiation. However, the vendor’s capital gains tax may be deferred by the issue of either debt or shares of any type, the deferral being until repayment date/redemption date/date of sale of ordinary shares.

Where debt or preference shares are concerned, there is often a quid pro quo exacted by the acquirer in the form of a lower interest and dividend rate than the going market, in return for the tax advantage conveyed.

12 ACQUISITION OF QUOTED

COMPANIES

12.1 The regulation of takeovers

The acquisition of quoted companies is circumscribed by the City Code on Takeovers and Mergers (‘the City Code’), which is the responsibility of the Panel on Takeovers and Mergers. This code does not have the force of law, but it is enforced by the various City regulatory authorities, including the Stock Exchange, and specifically by the Panel on Takeovers and Mergers (the ‘Takeover Panel’). Its basic principle is that of equity between one shareholder and another, and it sets out rules for the conduct of such acquisitions.

The Stock Exchange Yellow Book also has certain points to make in these circumstances:

(a) Details of documents to be issued during bids for quoted companies.

(b) Such documents to be cleared by the Stock Exchange.

(c) Timely announcement of all price sensitive information.

The Office of Fair Trading (OFT) regulates the monopoly aspects of bids. Many bids, because of their size, will require review by the OFT, and a limited number will subsequently be referred to the Monopolies Commission. In addition, if the offer gives rises to a concentration (ie, a potential monopoly) within the EC, the European Commission may initiate proceedings. This can result in considerable delay, and constitutes grounds for abandoning a bid.

12.2 Procedure for a public bid – preliminary steps

In considering a public bid, a group will generally have the following advisors:

(a) Merchant bank – acting as general financial advisors.

(b) Legal advisors – to ensure compliance with the law, particularly in preparation of documents.

(c) Accountants – to provide any necessary support for financial information in documents.

(d) Stockbrokers – to assist with Stock Exchange requirements and underwriting, where appropriate.

Such a group would generally examine the publicly available information on the target company, and then would make a decision with its merchant bankers as to whether or not to approach the target’s board/management in advance of a bid. It would be normal to do this in the following circumstances:

(a) Where the target has a significant board/management shareholding.

(b) Where there appears to be a good chance of making an offer for the target ‘agreed’ management before the bid is announced.

(c) Where the bidding group does not wish to appear ‘hostile’ or ‘predatorial’.

The purpose of these preliminary discussions would be to discuss the purpose of the would- bidder, and to ascertain whether a price acceptable to both parties can be struck. A further bon might be the acceptance of a significant block of shareholders for such a bid.

If an acquirer does not approach management in advance, the subsequent bid will almost certair be taken to be ‘hostile’ or ‘predatorial’ and will result in a spirited defence by that managemei However, such an approach does have the disadvantage that it alerts the management to the possi bid, and gives them more time to prepare a suitable defence.

13 City Code regulation of

acquisitions

In either event, the would-be acquirer may decide, with the help of his advisors, to combine his b with the acquisition of shares in the market. Such action is governed by detailed rules set out in ti City Code and in the Companies Act 1985. The basic points are:

(a) 3% disclosure

A would-be bidder, together with related parties, can build up a stake of 3% without at obligations to disclose this to the target company. Over 3% the stake must be disclosed the target company under the statutory rules for disclosure of substantial interests, th? giving warning to the management of a possible bid.

(b) Limits on purchases when shareholding is between 15% and

30%

A shareholder cannot within any seven day period acquire a further block of shares of mo

than 10% if, after this additional purchase, his aggregate holding will be in the range of 15% to 30%.

This is designed to limit the speed at which a bidder can acquire a significant stake, so ti the target’s management have a fair chance to comment and prepare for a possible bid. T exceptions to this rule are acquisitions:

(i) from a single shareholder, or

(ii) pursuant to a tender offer, or

(iii) immediately preceding, and conditional upon, an announcement of an offer which is to be recommended by the board of the target company.

There are also provisions for disclosing the acquisition of such an interest to the target company much more quickly than required under the Companies Act.

The significance of this rule is that it limits to 15% of the total available the number shares that can be bought in a ‘dawn raid’ – a quick, organized share-buying operation usually over in a few minutes, which is often a prelude to a full bid. Such raids considered by many to be inequitable to non-institutional shareholders who will not hear the operation until it is over; but in any event, they are much rarer than in the past, since institutional shareholders have found in general that they obtain more for their shares by waiting for a full bid.

It is worth noting that it will, in general, take a minimum of fifteen days to build up a 30% stake as a result of this rule.

(c) Compulsory offer if shareholding exceeds 30%

If a shareholding exceeds 30% a bidder must make an offer conditional on a minimum acceptance of 50%, no Monopolies and Mergers Commission reference and no European Commission reference.

(d) Offer period

The offer period starts when an announcement is made of a proposed or possible offer.

This date is significant in determining the value of the offer to shareholders. If the offeror has purchased shares in the offered company within three

months prior to the commencement of the offer period, the offer to shareholders must not be on less favorable terms.

(e) ‘Unconditional as to acceptances’

When an offer receives acceptances from shareholders, the offer and acceptance are conditional upon:

(i) a minimum percentage of share capital being acquired by the offeror;

(ii) a time period within which the shareholder can withdraw his acceptance.

The term ‘unconditional as to acceptances’ means that the offeror has obtained the minimum percentage and declares that accepting shareholders can no longer withdraw their acceptance.

If a would-be bidder decides to make an offer, the City Code is specific about the information it must contain. Furthermore, it cannot be withdrawn without the Takeover Panel’s consent, unless it lapses or certain conditions are not met. Two conditions are common to most offers:

(a) No reference to the Monopolies and Mergers Commission.

(b) Acceptances in excess of 50% and, at the option of the bidder, 90% of the shareholding are received.

If acceptances exceed 90%, the offer can in general be enforced compulsorily for 100% of the shares.

13.1 The stages of an offer

It is difficult to be precise about the course of a bid, and later in the text the section on Defence gives an example of what might be involved. However, there are certain deadlines and rules which the Code specifies:

(a) Offer document

This must be posted within twenty-eight days of the announcement of a bid, and is subject to the provisions of the Yellow Book. It will also generally contain a profit forecast (with merchant banker’s and accountant’s reports), and often a property revaluation.

(b) Closing date

An offer must generally stay open for twenty-one days after posting. If revised, it must stay open for a further fourteen days.

(c) Withdrawal of acceptances

A shareholder may withdraw his acceptance forty-two days after the offer document has been posted, if the offer has not gone ‘unconditional’.

(d) Revision

No offer may be revised longer than forty-six days after posting.

(e) Lapsing

An offer must go unconditional, or will lapse sixty days after posting. An extension may, however, be granted if another bidder has made an offer.

Offers may be for cash or, in principle, for any of the alternative forms of consideration set out above. If for cash, the bidder may use its existing cash or borrowing facilities, or, where shares are available as an alternative, such shares may be underwritten, so that acceptors can accept cash if they desire.

14 ACQUISITION OF PRIVATE

COMPANIES

14.1 Preliminary considerations

The acquisition of private companies can be undertaken without public scrutiny and, therefore, with the following particular characteristics:

(a) Detailed commercial and financial information will be available in advance of an agreement.

(b) There will be an agreed price structure and consideration to suit both parties.

(c) There will be detailed legal documentation.

Issues of desirable information, price structure and consideration have been discussed earlier. There are often one or more intermediaries involved who have been instrumental in bringing the two parties together. They may be merchant/investment banks, or they may be specialist acquisition brokers, usually small operations and often single traders. The scale of remuneration to the intermediaries is normally a function of the final amount of

consideration paid. The fees will be charged either to the acquiring or to the acquired company, depending on for whom the intermediary is acting.

An important early stage in a transaction, usually after an initial expression of interest by a would- be acquirer, is the signing of a confidentiality letter by the latter. This would normally bind the would-be acquirer legally not to disclose any confidential information received by it to evaluate the possible acquisition to third parties, unless such information were already in its possession or in the public domain. It would also require, in the event of the transaction not going ahead, any confidential papers in its possession to be returned.

14.2 Documentation of the agreement

Documentation for private transactions usually consists of a contract between the two parties with, inter alia, the following elements:

(a) Structure and consideration for the transaction.

(b) Warranties given by the vendor in respect of the business covering, inter alia, the following:

(i) Accuracy of all information supplied and statements made by the company to be acquired.

(ii) Value of assets and liabilities of the business at a certain date after the latest accounts and, often, trading results from the latter date, either before or after the date of contract.

(iii) No material adverse change since the latest accounts.

(iv) Specifically, collectability of debtors and saleability of stocks.

(v) Details of contingent liabilities, including guarantees, litigation, unfunded pension rights, and all material contracts and contracts with related parties.

(c) Tax indemnity covering past, current, and often future tax liabilities resulting from trading up to the date of acquisition.

(d) Limits on vendor’s liability. Both warranties and tax indemnity may give rise to financial obligations by the vendor. The document would indicate how these might be satisfied, for instance against part of the consideration withheld in the first instance.

(e) Disclosure letter. The contract will normally refer to a ‘disclosure letter’, in which exceptions to the warranties and indemnities given are noted by the vendor’s solicitors and tabled prior to contract and/or complejion. Thus, if a

specific warranty was that no material litigation exists, the disclosure letter would note any legal actions currently in course. Conceptually, anything disclosed• in this letter cannot form the basis of a claim under a warranty or indemnity, since the purchaser has been made aware of it prior to contract and completion.

The contract is normally signed, with a nominated completion date, and may be conditional on one or both parties fulfilling certain conditions. These might be:

(a) No reference to the Monopolies and Mergers Commission.

(b) A satisfactory financial investigation.

(c) A satisfactory tax investigation.

In fact, both financial and tax investigations may take place before contract; between contract and completion; and even after completion. In the two latter cases they may be used as a basis for warranty/indemnity claims.

Completion is then accomplished when consideration passes in exchange for shares. However, an

important event at either or both contract or completion is the tabling of a disclosure letter, as desc above. This provides the vendor with a last chance to declare any facts which might form the basis for subsequent claims, and the purchaser to repudiate the contract.

15 DEFENCE AGAINST TAKEOVERS

15.1 Management attitude to a bid

Every group is potentially subject to takeover, and clearly, as with any asset, there will be a price at which the owners (shareholders) may be induced to sell their shares.

A problem arises, however, where a publicly quoted group, with a widely spread shareholding, receives an unwelcome (‘predatory’) bid, with the clear objective of buying the group at a price below the value that management put on it. It is important to emphasize that this is a management, as opposed to shareholders’, view, since presumably the latter, if they are induced to sell, will be happy with the transaction, on the ‘willing buyer, willing seller’ assumption.

It is also important to determine management’s motives in defending a bid strongly, ie, whether its intention is genuinely to obtain the best price for the

shares, and prevent them being sold below their intrinsic value, or merely to maintain the group’s independence at any price – which may not be the best solution for shareholders.

15.2 Non-financial considerations

Two further reasons for strong resistance arise from time to time, regardless of the financial benefits to shareholders:

(a) Monopoly. This is generally defined by reference to laws regulating market shares but can also involve any transaction above a defined size.

(b) Employee interest. It is occasionally argued that employment will be more secure if the group remains independent than it would be under a new employer whose objectives may be major rationalisation/divestment, which may include reductions in the workforce.

The emphasis of current political attitudes to corporate law is increasingly on the rights of employees as well as shareholders, and so employment consideration may well become increasingly important in the future.

15.3 Reasons for predatory bids

The circumstances under which a predator may seek to buy a group at less than full value are usually as follows:

(a) The share price is depressed. This can usually be identified by:

(i) the group’s market value being below the net value of its shareholders’ funds; or

(ii) the group’s price/earnings ratio being below, or its yield being above that for its sector.

In this case, however, the predator may believe that under its management the group can recover and perform much better financially than under existing management.

(b) The group’s prospects are better than the share price would indicate. A period of fluctuating profits may be about to be followed by a good recovery. A predator might recognize this before it became apparent to the stock market as a whole, and seek to capitalize on the opportunity.

(c) The group occupies a strong position in one or more markets. The predator may see the acquisition of the group as a unique opportunity to

purchase a major market share, and wish to do so without paying the market premium which should, in theory, attach to such a one- off situation.

The purpose of corporate defence is, therefore, either to obtain a full and satisfactory price from an unwelcome bidder, or to ward off the bid, and remain independent. It would also seek to ward off the bid if it felt that national economic interest, as defined by law, or employees’ interests might be seriously threatened.

16 Strategic defense

The principal aim of strategic defense is to try to eliminate, as far as possible, the attractions of the group to a would-be predator.

(a) Share price maximization

It is clear from above that a depressed share price, either from fundamental business difficulties, or where a recovery may be shortly forthcoming which has not yet been recognized by the market, is a major attraction for predators.

The fundamental causes of a depressed share price are poor or patchy profitability, however measured, and/or uncertainties about the future of the group.

Clearly a vital management objective is to maximize return on investment in whichever way this is defined. It is often possible to enhance this return by identifying assets or business units which do not conform to certain minimum profitability criteria. Elimination of such low returns can enhance the share price level substantially, and should receive priority from a management seeking a strong defensive position.

The elimination of business uncertainties is also important. These uncertainties will principally concern any area of the group’s trading – market, production, etc – where there are doubts affecting profitability. It is first of all necessary to identify the uncertainties, and then to seek to allay them, either by management action or, where the doubts are unjustified, by convincing the public that the uncertainties do not exist.

(b) The importance of group strategy

A great strength in this regard is the existence of an agreed and well-understood group strategy, complemented by divisional strategies further down the line. Provided the strategy is communicated effectively externally and is well understood, and provided group action and results can be judged in the light of its existence, it will reassure shareholder and tend to maintain

the share price. Furthermore, it should nominate specifically the approach to any major ongoing uncertainties.

(c) Communication

In addition, a group may be vulnerable when recovery may be about to take place after period of low profitability or losses. It should, therefore, work hard to communicate this potential recovery whilst being careful to give accurate information and assessment Damage will be caused to the group if performance does not match the results which the outside world have been led to expect. The allaying of shareholders’ fears regarding, uncertainties, and the external communication of group strategy, both point to the importance of effective financial public relations in seeking to maximize share price. These can be cultivated in the following-ways:

(i) Use of a good external financial public relations adviser. Such a role should not i any way substitute for management’s direct communication with the media, b should complement it, where appropriate, through extending the range of contact advising on the style and method of communication, and keeping an ear close to the ground.

(ii) Development of a close relationship with the group’s stockbrokers. The latter ar usually seen as being a source of good quality information about the group, an

- they should therefore be provided with all publicly available material, and have good grasp of the strategy and current trading.

(iii) Development of a close relationship with the stock market research community ar financial press. Most research analysts have a detailed knowledge of the market they follow, and an understanding of a group’s activities and sympathy with i objectives, together with personal relationships of trust and respect – all of which can be very helpful in external communications. In addition, many journalists u research analyst contact for background material for articles.

(iv) Use of press and brokers’ results conferences. Many groups use these occasions (which usually take place on the day that the preliminary announcement of interim or final results takes place) formally to restate their aims and objectives and measure them against their actual trading results. They provide an opportunity disseminate corporate financial messages to a wide media audience.

(v) Enhancement of the quality of presentation, and depth of information, of the annual report. In particular, close attention should be paid to the clarity and content oft chairman’s statements in the annual and interim reports, and at the annual gene meeting. These are usually scrutinized and analyzed in considerable detail.

(vi) Development of direct shareholder relationships. Direct communication with many shareholders as possible should be sought, through meetings and visits to group’s facilities. Institutional shareholders, who tend to hold the majority shares, often take a very passive role but have become increasingly active in recent years.

(d) Dividend policy

The level of cash dividend is often held to influence share price. Accordingly, it is argued that an increase in dividend should cause a rise in share price. However, Chapter 4 has argued that the level of dividend, and thus dividend policy, should be based fundamentally on the cash flow generation, debt policy and returns on assets generated by the group. Thus, a change in dividend without regard to these fundamentals, or changes in them, can only be a short-term expedient towards share price maximization.

Furthermore, a high dividend payout narrows the scope for large increases in dividend in the event of a bid. Such a policy, if continued, may actually have the effect of weakening the group’s defense following a bid.

Achievement of the correct level of dividend, having regard to the fundamentals, will, however, have the most beneficial effect on share price over time, and this, in contrast to short-term changes, is of vital significance.

(e) Strategic shareholdings

Another strategic mechanism which is often used is the taking of a large strategic share stake by a friendly party, or of a cross-shareholding with that party. This has the advantage that it does, initially at least, deny any predator a major portion of the equity of the target company.

It does, however, have several disadvantages:

(i) The attitude of an initially friendly shareholder may change, and a predator may make great efforts to dislodge his shareholding. It may be more expensive to acquire, but it may prove easier for a bidder to win over than a lot of small shareholdings.

(ii) Such a shareholding or cross-shareholding may be interpreted as a sign of weakness and may actually attract predators.

(iii) It is arguable whether such a shareholding, if its object is to prevent any bid, is in the best interests of shareholders. Furthermore, a cross-shareholding is often criticized, in that it ties up significant amounts of capital in both companies.

(f) Maximization of total price payable

It is also argued that, since most predators’ resources are limited, it is worth maximizing the total price payable, either by a rights issue, or by the acquisitions of assets for shares or loan stock.

In the case of a rights issue, the value of the equity will be increased, since the proceeds will initially go to reduce the company’s borrowings in an equal and opposite amount. However, the defender’s position may be weaker, in that, if a predator bids on a share-for- share basis, the total borrowings involved (in this case the internal debt of the target company) would be less. Under-gearing may in this case prove a substantial weakness since it would make the target company more attractive.

In the case of an increase in gearing, eg, buying assets in exchange for loan stock, two negative points apply. ‘First, cash acquisitions causing an increase in gearing should be consonant with the group strategy: if not, they will become a waste of financial resource, and may lead to financial weakness which may even accelerate a bid. Second, if safe gearing limits are thereby breached, the group creates a further financial risk for itself.

However, high gearing, if within safe. limits, may constitute some form of defense, in that, in contrast to the above, it will actually increase the total cash consideration for a share-for- share bidder with limited resources.

(g) Acquisitions by the target company

Finally, acquisitions by the target company may themselves be a wise strategic defense, though again only if in accordance with group strategy. If for cash or debt they may increase group gearing, but they may also broaden the base of the group beyond areas of interest to the predator. If for shares, they may take the combined market capitalization of the company target beyond a potential predator’s reach. Further, where limited business areas of risk or uncertainty are present in group trading, they may reduce the impact of such risks/uncertainties by lowering the percentage of overall profits on which they impact.

17 Good housekeeping

There are four elements of good housekeeping which should be observed at all times.

First, a group should keep a close watch on its share register and share trading, in order to identify any sinister shareholding buildup at an early stage. In particular, it should note the following:

(a) Any heavy buying or selling, whether or not it affects the share price.

(b) Any change in ‘major’ shareholdings. ‘Major’ is hard to assess, but a range from 0.1% to 0.5% of total shares in issue should be considered. It is probably worth obtaining immediate details of all share transactions down to a size rather lower than 0.1%.

(c) Any large ‘Sepon’ balance or its equivalent outside the UK. The ‘Sepon’ balance measures the number of shares which have at any time recently changed hands, but which the new shareholders have not registered. Since registration may take a while to enforce, it provides a smokescreen for a would-be predator building up a quiet stake. Any balance over 1% of total shares on issue (dependent on normal turnover levels in the shares) should cause an alert.

A group should also make sure its forecasting techniques are effective and understood throughout its business units. An accurate forecast for at least the current year’s trading is a vital part of a defense document, and would normally have to be independently corroborated by a firm of accountants, so that it should stand up to rigid scrutiny.

Since a takeover offer may quickly follow the acquisition of an initial share stake as part of a predator’s tactics, it is essential to be able to draft promptly a document in response, expressing the reasons why, in the opinion of the board and its advisors, the price which might be offered in the event of a predatory bid is inadequate.

This document would, inter alia, contain the following:

(a) Comparison of offer price with recent market price of the group, comments on premium offered, and comparison with net assets. Also, comment on the disadvantages to remaining shareholders of a sizeable share stake.

(b) Details of any asset revaluation which might be appropriate.

(c) Comments on current trading, emphasizing recovery and growth situation in the light of group strategy. Particular attention should be paid to already identify areas of uncertainty, or where potential exists as yet unnoticed by the stock market; also to cash generation and gearing effects of current trading.

(d) Profit and dividend forecast.

(e) Rebuttal of commercial logic of bid, taking each point put forward by offeror. Also reference, if appropriate, to regulatory environment and national interest.

An eye should be kept on all likely predators with a view to anticipating their actions. Clearly, considerations of size (has the relevant candidate the financial resource to acquire the group?) and industrial synergies will best determine such a list.

18 The reaction of the target

company

A ‘dawn raid’, i.e., a sudden entry into the stock market by the predator at a price above the previous market level, with a view to acquiring a major stake in a short space of time, in that it may lead to a further takeover offer a few days later, requires a quick reaction. There are a number of key issues to consider at the outset of a bid. First, board authorities should be obtained swiftly, and many groups set up a small sub-committee of the board to deal with urgent matters during the course of a bid, which cannot be referred in time to the full board. Its authority should, however, be closely circumscribed by the board. It is usually essential for one senior executive only to be designated for press contacts.

All bids involve considerable numbers of public statements. Very little, apart from an outline, can be agreed in advance, although vital holding statements relating to dawn raids or outright bids can be prepared. The next moves will depend on circumstances, and in particular on the identity and stated intentions of the predator.

A particular tactic during an unfriendly/undesired bid is to find a ‘white knight’, a friendly part who would act in the interests of the defender. Such a friend might already have taken a share stake. However, this could be a high risk strategy.

A ‘white knight’ might also, during the course of a bid, make a full counter-bid, as a more desirable acquirer than the initial predator, or might acquire shares which can be used in support of the board

It may be desirable to have drawn up a short list of ‘white knights’ in advance of a bid, but a boad which is confident of its ability to resist a bid may not wish to compromise its independence I involving other companies.

It is vital to ascertain, as early as possible, but preferably immediately a predator appears (eg, on same day), what its intentions are. It may be difficult to draw these out in any detail, but the aim should be to obtain its plans for the group, how it intends to manage it, fund it and develop it. It is also important to analyze the predator’s financial and commercial record, as well as its stated strategy, and the course both before and after’ acquisition of previous successful takeovers.

19 Anti-takeover mechanisms

Many companies, in a effort to remain independent or to win time to analyze effectively a takeover bid, have implemented anti-takeover mechanisms.

Examples are:

(a) Poison pill

The most commonly used and seemingly most effective takeover defense is the so-called poison pill. Examples are:

(i) Flip-in pills involve the granting of rights to shareholders, other than the potential acquirer, to purchase shares of the target company at a deep discount. This type of plan will dilute the ownership interest of the potential acquirer.

(ii) Back-end rights are usually in the form of a cash dividend allowing shareholders other than the potential acquirer to exchange their shares for cash or senior debt securities at a price determined by the Board of Directors. The price set by the Board is usually well in excess of the market price or the price likely to be offered by a potential acquirer. Because the price that the target shareholder would receive is likely to be higher than that offered by the potential acquirer, shares will not be tendered.

(b) Pac Man

Like the video game, the Pac Man defense occurs when a target company turns around and tries to swallow its pursuer, by use of a counter-tender offer. Pac Man, while colorful in name, has seldom been used successfully.

(c) Disposal of the Crown Jewels/Scorched Earth

In a ‘disposal of the Crown Jewels’ defense, the target sells the assets which are of greatest interest to the raider. A more extreme variant of ‘Crown Jewels’ is the ‘Scorched Earth’ defense. In practical terms, this means that the target company liquidates all or substantially all of its assets. leaving nothing to the raider, thereby eliminating the raider’s motive for acquiring the target.

(d) Fat man

The other side of the ‘Crown Jewels’ and ‘Scorched Earth’ strategies is the ‘Fat man’ defense:

the target company acquires a large and/or underperforming company in order to decrease its attractiveness to the raider.

(e) Golden parachutes

One tactic that has often been mis-labelled as a takeover defense is the use of golden parachutes which are, quite simply, severance arrangements for senior officers of the firm should there be a change in the control. Although a golden parachute for one Chief Executive Officer involved in a takeover battle in the USA was reportedly US$35m, they usually are a low multiple of the most recent year’s salary.

20 Defense document

A vital part of a defense document, which will obviously be prepared with the group’s merchant bankers, will be the section dealing with the reasons for preferring the group’s continued independence. This is a topic which, when it comes to be debated, can prove very controversial and take considerable time and effort to resolve and draft internally. Accordingly, it seems sensible to prepare this element of the defense circulars in draft form as soon as possible, having reached a reasonable consensus.

The section can take the form of a review of the past few years, comparing strategy and objectives against achievement; and then projecting the continuing strategy forward. The arguments would then be based on the requirement for independence to achieve projected strategic objectives.

In particular, the document would examine closely the predator’s intentions, as previously determined, against the group’s projected strategy and objectives; and of course it would discuss its ability, real desire and likelihood of carrying them out.

Such an examination would be the crucial basis for a successful defense. It should be appreciated that the less a predator has been prepared to say, the more ammunition he might provide for a victim’s defense against his predatory bid.

At an appropriate time during the course of the bid, but not necessarily in the first defense document, a forecast, duly corroborated by an independent firm of chartered accountants, would normally be presented, for at least the current year’s trading. This has already been discussed above.

21 Acceptable offers

Any board recognizes that there is a point at which an offer becomes irresistible, although it would normally be appropriate to offer strong and logical resistance right up to this point. This is based primarily on price, but with important considerations being the interests of employees and customers.

Of course, directors recommending acceptance of a bid clearly have a duty to make sure that the price is the best available in the circumstances, and that independence is still not a better course, bearing in mind longer term considerations. A board can legitimately believe that shareholders may be financially better off by retaining their shares for a further period, instead of accepting a takeover offer, however attractive.

22 Issues Influencing the Success

of Acquisitions

22.1 Pre-offer issues

Many acquisitions do not bring the benefits anticipated at the time that the acquisition was planned. Prospective acquirers should ask themselves the following questions:

• has the alternative of organic growth been fully considered?

• have alternative target companies been researched? • are we paying too much? If involved in a contested bid

with several prospective purchasers, it is better to withdraw unsuccessfully from the contest than overpay

• will the key managers in both the ac and acquired company remain motivated after the takeover?

• will the target company’s future resource needs be satisfied under its new owners?

22.2 Post-audit and monitoring of post-acquisition success

All too often a management’s attention turns after an acquisition to planning the next acquisition rather than ensuring that the newly acquired company settles in to its new group comfortably.

However lessons can be learned by carrying out a post-audit of the acquisition some years after the date of the takeover to examine its progress and compare this with the plan. There are three reasons for undertaking these analyses:

(a) To discourage managers from spending money on doubtful projects, because they may be called to account at a later date.

(b) It may be possible over a period of years to discern a trend of reliability in the estimates of various managers.

(c) A similar project may be undertaken in the future, and then the recently completed project will provide a useful basis for estimation.

The management writer Drucker has suggested five golden rules for the process of post-acquisition integration.

Rule 1 Both acquirer and acquiree should share a ‘common core of unity’ including shared technology and markets, not just financial links.

Rule 2 The acquirer should ask ‘What can we offer them?’ as well as ‘What’s in it for us?’

Rule 3 The acquirer should treat the products, customers etc, of the acquired company with respect, not disparagingly

Rule 4 The acquirer should provide top management with relevant skills for the acquired company within a year

Rule 5 Cross-company promotions of staff should happen within one year

23 Strategic Acquisitions

Involving Common Stock

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.

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.

24 Sensible Motives for Mergers

Mergers that take place between two firms in the same line of business are known as horizontal mergers. Recent examples include bank mergers, such as Chemical Bank’s merger with Chase and NationsBank’s purchase of BankAmerica. Other headline-grabbing horizontal mergers include those between oil giants Exxon and Mobil, and between British Petroleum (BP) and Amoco.

A vertical merger involves companies at different stages of production. The buyer expands back toward the source of raw materials or forward in the direction of the ultimate consumer. An example is Walt Disney’s acquisition of the ABC television network. Disney planned to use the ABC network to show The Lion King and other recent movies to huge audiences.

A conglomerate merger involves companies in unrelated lines of businesses. The majority of mergers in the 1960s and 1970s were conglomerate. They became less popular in the 1980s. In fact, much of the action since the 1980s has come from breaking up the conglomerates that had been formed 10 to 20 years earlier.

With these distinctions in mind, we are about to consider motives for mergers, that is, reasons why two firms may be worth more together than apart. We proceed with some trepidation. The motives, though they often lead the way to real benefits, are sometimes just mirages that tempt unwary or overconfident managers into takeover disasters. This was the case for AT&T, which spent $7.5 billion to buy NCR. The aim was to shore up AT&T’s computer business and to “link people, organizations and their information into a seamless, global computer network.” It didn’t work. Even more embarrassing (on a smaller scale) was the acquisition of Apex One, a sporting apparel company, by Converse Inc. The purchase was made on May 18, 1995. Apex One was closed down on August 11, after Converse failed to produce new designs quickly enough to satisfy retailers. Converse lost an in vestment of over $40 million in 85 days.

Many mergers that seem to make economic sense fail because managers cannot handle the complex task of integrating two firms with different production processes, accounting methods, and corporate cultures. This was one of the problems in the AT&T–NCR merger. It also bedeviled Novell’s acquisition of WordPerfect. That merger at first seemed a perfect fit between Novell’s strengths in networks for personal computers and WordPerfect’s applications software. But WordPerfect’s post acquisition sales were horrible, partly because of competition from other word processing systems but also because of a series of battles over turf and strategy:

WordPerfect executives came to view Novell executives as rude invaders of the corporate equivalent of Camelot. They repeatedly fought with. . . Novell’s

staff over everything from expenses and management assignments to Christmas bonuses. [This led to] a strategic mistake: dismantling a WordPerfect sales team... needed to push a long-awaited set of office software products.[3]

The value of most businesses depends on human assets–managers, skilled workers, scientists, and engineers. If these people are not happy in their new roles in the acquiring firm, the best of them will leave. One Portuguese bank (BCP) learned this lesson the hard way when it bought an investment management firm against the wishes of the firm’s employees. The entire workforce immediately quit and set up a rival investment management firm with a similar name. Beware of paying too much for assets that go down in the elevator and out to the parking lot at the close of each business day. They may drive into the sunset and never return.

24.1 Economies of Scale

Just as most of us believe that we would be happier if only we were a little richer, so every manager seems to believe that his or her firm would be more competitive if only it were just a little bigger. Achieving economies of scale is the natural goal of horizontal mergers. But such economies have been claimed in conglomerate mergers, too. The architects of these mergers have pointed to the economies that come from sharing central services such as office management and accounting, financial control, executive development, and top-level management.

The most prominent recent examples of mergers in pursuit of economies of scale come from the banking industry. The United States entered the 1990s with far too many banks, largely as a result of outdated regulations on interstate banking. As these regulations eroded and communications and technology improved, hundreds of small banks were bought out and merged into regional or “supra-regional” firms. When Chase and Chemical, two of the largest money-center banks, merged, they forecasted that the merger would reduce costs by not 16 percent a year, or $1.5 billion. The savings would come from consolidating , operations and eliminating redundant costs.

Optimistic financial managers can see potential economies of scale in almost hat any industry. But it is easier to buy another business than to integrate it with yours

afterward. Some companies that have gotten together in pursuit of scale economies still function as a collection of separate and sometimes competing operations with different production facilities, research efforts, and marketing forces.

24.2 Economies of Vertical Integration

Vertical mergers seek economies in vertical integration. Some companies try to gain control over the production process by expanding back toward the output of the raw material and forward to the ultimate consumer. One way to achieve this is to merge with a supplier or a customer.

Vertical integration facilitates coordination and administration. Think of an airline that does not own any planes. If it schedules a flight from Boston to San Francisco, it sells tickets and then plane for that flight from a separate company. This strategy might work on a small scale, but it would be an administrative nightmare for a major carrier, which would have to coordinate hundreds of rental agreements daily. In view of these difficulties, it is not surprising that all major airlines have integrated backward, away from the consumer, by buying and flying airplanes rather than patronizing rent-a-plane companies.

Do not assume that more vertical integration is better than less. Carried to extremes, it is absurdly inefficient, as in the case of LOT, the Polish state which in the late 1980s found itself raising pigs to make sure that its had fresh meat on their tables. (Of course, in a centrally managed economy it may be necessary to raise your own cattle or pigs, since you can’t be sure you’ll be able to buy meat.)

Nowadays the tide of vertical integration seems to be flowing out. C are finding it more efficient to outsource the provision of many services and various types of production.

24.3 Surplus Funds

Here’s another argument for mergers: Suppose that your firm is in a mature industry. It is generating a substantial amount of cash, but it has. few profitable in vestment opportunities. Ideally such a firm should distribute the surplus cash to shareholders by increasing its dividend payment or repurchasing stock. Unfortunately, energetic managers are often reluctant to adopt a policy of shrinking their firm in this way. If the firm is not willing to purchase its own shares, it can instead purchase another company’s shares. Firms with a surplus of cash and a shortage of good investment opportunities often turn to mergers financed by cash as a way of redeploying their capital.

Some firms have excess cash and do not pay it out to stockholders or redeploy it by wise acquisitions. Such firms often find themselves targeted for takeover by other firms that propose to redeploy the cash for them. During the oil price slump of the early 1980s, many cash-rich oil companies found them selves threatened by takeover. This was not because their cash was a unique as set. The acquirers wanted to capture the companies’ cash

flow to make sure it was not frittered away on negative-NPV oil exploration projects.

24.4 Eliminating Inefficiencies

Cash is not the only asset that can be wasted by poor management. There are al ways firms with unexploited opportunities to cut costs and increase sales and earnings. Such firms are natural candidates for acquisition by other firms with better management. In some instances “better management” may simply mean the de termination to force painful cuts or realign the company’s operations. Notice that the motive for such acquisitions has nothing to do with benefits from combining t firms. Acquisition is simply the mechanism by which a new management team replaces the old one.

A merger is not the only way to improve management, but sometimes it is the only simple and practical way. Managers are naturally reluctant to fire or demote themselves, and stockholders of large public firms do not usually have much direct influence on how the firm is run or who runs it.

If this motive for merger is important, one would expect to observe that acquisitions often precede a change in the management of the target firm. This seems to be the case. For example, Martin and McConnell found that the chief executive is four times more likely to be replaced in the year after a takeover than during earlier years. The firms they studied had generally been poor performers; in the four years before acquisition their stock prices had lagged behind those of other firms in the same industry by 15 percent. Apparently many of these firms fell on bad times and were rescued, or reformed, by merger.

Of course, it is easy to criticize another firm’s management but not so easy to improve it. Some of the self-appointed scourges of poor management turn out to be less competent than those they replace. Here is how Warren Buffet, the chairman of Berkshire Hathaway summarizes the matter:

Many managers were apparently over-exposed in impressionable childhood years to the story in which the imprisoned, handsome prince is released from

the toad’s body by a kiss from the beautiful princess. Consequently, they are certain that the managerial kiss will do wonders for the profitability of the

target company. Such optimism is essential. Absent that rosy view, why else should the shareholders of company A want to own an interest in B at a takeover cost that is two times the market price they’d pay if they made

direct purchases on their own? In other words

investors can always buy toads at the going price for toads. If investors instead bankroll princesses who wish to pay double for the right to kiss the

toad, those kisses better pack some real dynamite. We’ve observed many kisses, but very few miracles. Nevertheless, many managerial princesses

remain serenely confident about the future potency of their kisses, even after their corporate backyards are knee-deep in unresponsive toads.

The benefits that we have described so far all make economic sense. Other arguments sometimes given for mergers are dubious. Here are a few of the dubious ones.

24.5 To Diversify

We have suggested that the managers of a cash-rich company may prefer to see i use that cash for acquisitions rather than distribute it as extra dividends. That is why we often see cash-rich firms in stagnant industries merging their way into fresh woods and pastures new.

What about diversification as an end in itself? It is obvious that diversification

reduces risk. Isn’t that a gain from merging?

The trouble with this argument is that diversification is easier and cheaper for the stockholder than for the corporation. No one has shown that investors pay premium for diversified firms; in fact, discounts are common. For example, Kaiser Industries was dissolved as a holding company because its diversification apparently subtracted from its value. Kaiser Industries’ main assets were shares of Kaiser E Steel, Kaiser Aluminum, and Kaiser Cement. These were independent companies and the stock of each was publicly traded. Thus you could value Kaiser Industry by looking at the stock prices of Kaiser Steel, Kaiser Aluminum, and Kaiser Cement. But Kaiser Industries’ stock was selling at a price reflecting a significant discount from the value of its investment in these companies. The discount vanishes when Kaiser Industries revealed its plan to sell its holdings and distribute the proceeds to its stockholders.

Why the discount existed in the first place is a puzzle. But the example at le shows that diversification does not increase value. The appendix to this chapter provides a simple proof that corporate diversification does not affect value in perfect markets as long as investors’ diversification opportunities are unrestricted

25 Right and Wrong Ways to

Estimate the Benefits of Mergers

Some companies begin their merger analyses with a forecast of the target firm’s future cash flows. Any revenue increases or cost reductions attributable to the merger are included in the forecasts, which are then discounted back to the present and compared with the purchase price:

Estimated net gain = DCF valuation of target including merger benefits - cash required for acquisition

This is a dangerous procedure. Even the brightest and best-trained analyst can make large errors in valuing a business. The estimated net gain may come up positive not because the merger makes sense but simply because the analyst’s cash- flow forecasts are too optimistic. On the other hand, a good merger may not be pursued if the analyst fails to recognize the target’s potential as a stand-alone business. Our procedure starts with the target’s stand-alone market value (PVB) and concentrates on the changes in cash flow that would result from the merger. Ask you r self why the two firms should be worth more together than apart.

The same advice holds when you are contemplating the sale of part of your business. There is no point in saying to yourself, This is an unprofitable business and should be sold. Unless the buyer can run the business better than you can, the price you receive will reflect the poor prospects.

26 Divestitures

In this section, I will briefly discuss the major types of divestitures, in which corporations sell divisions or other operating units. Types of Divestitures

There are four types of divestitures: (1) sale of an operating unit to another firm, (2) setting up the business to be divested as a separate corporation and then “spinning it off’ to the divesting firm’s stockholders, (3) following the steps for a spin-off but selling only some of the shares, and (4) outright liquidation of assets.

Sale to another firm generally involves the sale of an entire division or unit, usually for cash but sometimes for stock of the acquiring firm. In a spin-off, the firm’s existing stockholders are given new stock representing separate ownership rights in the division that was divested. The division establishes its own board of directors and officers, and it becomes a separate company. The stockholders end up owning shares of two firms instead of one, but no cash has been transferred. In a carve-out, a minority interest in a corporate subsidiary is sold to new shareholders, so the parent gains new equity financing yet retains control. Finally, in a liquidation the assets of a division are sold off piecemeal, rather than as an operating entity.

26.1 Divestiture Illustrations

1. ‘Pepsi recently spun off its fast-food business, which included Pizza Hut, Taco Bell, and Kentucky Fried Chicken. The spun-off businesses now operate under the name Tricon Global Restaurants. Pepsi originally acquired the chains because it wanted to increase the distribution channels for its soft

drinks, Over time, how ever, Pepsi began to realize that the soft-drink and restaurant businesses were quite different, and synergies between them were less than anticipated. The spin off is part of Pepsi’s attempt to once again focus on its core business. However, Pepsi tried to maintain these distribution channels by signing long-term contracts that ensure that Pepsi products will be sold exclusively in each of the three spun- off chains.

2. United Airlines sold its Hilton International Hotels subsidiary to Ladbroke Group PLC of Britain for $1.1 billion, and also sold its Hertz rental car unit and its Weston hotel group. The sales culminated a disastrous strategic move by United to build a full-service travel empire. The failed strategy resulted in the firing of Richard J. Ferris, the company’s chairman. The move into nonairline travel-related businesses had been viewed by many analysts as a mistake, because there were few synergies to be gained. Further, analysts feared that United’s managers, preoccupied by running hotels and rental car companies, would not maintain the company’s focus in the highly competitive airline industry. The funds raised by the divestitures were paid out to United’s shareholders as a special dividend.

27 Conglomerate Mergers and

Value Additivity

A pure conglomerate merger is one that has no effect on the operations or profitability of either firm. If corporate diversification is in stockholders’ interests a conglomerate merger would give a clear demonstration of its benefits. But if present values add up, the conglomerate merger would not make stockholders better or worse off.

In this section I will examine more carefully my assertion that present value add. It turns out that values do add as long as capital markets are perfect and investors’ diversification opportunities are unrestricted.

Let us call the merging firms A and B. Value additivity implies

PVAB = PVA + PVB

where

PVAB = market value of combined firms just after merger;

PVA, PVB = separate market values of A and B just before merger.

For example, we might have

PVA = $100 million ($200 per share x 500,000 shares outstanding)

and

PVB = $200 million ($200 per share X 1,000,000 shares outstanding)

Suppose A and B are merged into a new firm, AB, with one share in AB exchanged for each share of A or B Thus there are 1,500,000 AB shares issued If value additivity holds, then PVAB must equal the sum of the separate values of A and B just before the merger, that is, $300 million That would imply a price of $200 per share of AB stock

But note that the AB shares represent a portfolio of the assets of A and B Before the merger investors could have bought one share of A and two of B for $600. Afterward they can obtain a claim on exactly the same real assets by buying three shares of AB.

Suppose that the opening price of AB shares just after the merger is $200 so that PVAB = PVA + PVB Our problem is to determine if this is an equilibrium price, that is, whether we can rule out excess demand or supply at this price.

For there to be excess demand, there must be some investors who are willing to increase their holdings of A and B as a consequence of the merger. Who could they be? The only thing new created by the merger is diversification, but those investors who want to hold assets of A and B will have purchased A’s and B’s stock before the merger. The diversification is redundant and consequently won’t attract new investment demand

Is there a possibility of excess supply? The answer is yes. For example, there will be some shareholders in A who did not invest in B. After the merger they cannot invest solely in A, but only in a fixed combination of A and B. Their AB shares will be less attractive to them than the pure A shares, so they will sell part of or all their AB stock In fact the only AB shareholders who will not wish to sell are those who happened to hold A and B in exactly a 1:2 ratio in their premerger portfolios!

Since there is no possibility of excess demand but a definite possibility of excess supply, we seem to have

PVAB ≤ PVA + PVB

That is, corporate diversification can’t help, but it may hurt investors by restricting the types of portfolios they can hold. This is not the whole story, however, since in vestment demand for AB shares might be attracted from other sources if PVAB drops below

PVA + PVB

28 Appendix(es)

Application #4 – Estimating

merger gains and costs

Suppose that you are the financial manager of firm A and you want to analyze the possible purchase of firm B. The first thing to think about is whether there is an economic gain from the merger.

There is an economic gain only if the two firms are worth more together than apart. For example, if you think that the combined firm would be worth PVAB and that the separate firms are worth PVA and PVB, then

Gain = PVAB – (PVA + PVB) = ∆PVAB

If this gain is positive, there is an economic justification for merger. But you also have to think about the cost of acquiring firm B. Take the easy case in which payment is made in cash. Then the cost of acquiring B is equal to the cash payment minus B’s value as a separate entity. Thus

Cost = cash paid - PVB

The net present value to A of a merger with B is measured by the difference between the gain and the cost. Therefore, you should go ahead with the merger if its net present value, defined as

NPV = gain - cost

= ∆PVAB - (cash – PVB)

is positive.

I like to write the merger criterion in this way because it focuses attention on two distinct questions. When you estimate the benefit, you concentrate on whether there are any gains to be made from the merger. When you estimate cost, you are concerned with the division of these gains between the two companies.

An example may help make this clear. Firm A has a value of $200 million, and B has a value of $50 million. Merging the two would allow cost savings with a present value of $25 million. This is the gain from the merger. Thus,

PVA = $200

PVB = $50

Gain = ∆PVAB = +$25

PVAB = $275 million

Suppose that B is bought for cash, say, for $65 million. The cost of the merger is’

Cost = cash paid - PVB

= 65 - 50 = $15 million

Note that the stockholders of firm B–the people on the other side of the transaction are ahead by $15 million. Their gain is your cost. They have captured $15 million of the $25 million merger gain. Thus when we write down the NPV of the merger from A’s viewpoint, we are really calculating that part of the gain which A’s stockholders stock holders get to keep. The NPV to A’s stockholders equals the overall gain from the merger less that part of the gain captured by B’s stockholders: -

NPV = 25 - 15 = +$10 million

Just as a check, let’s confirm that A’s stockholders really come out $10 million ahead. They start with a firm worth PVA = $200 million. They end up with a firm worth $275 million and then have to pay out $65 million to B’s stockholders.’ Thus their net gain is

NPV = wealth with merger - wealth without merger

= (PVAB – cash) - PVA

= ($275 - $65) - $200 = +$10 million

Suppose investors do not anticipate the merger between A and B. The announcement will cause the value of B’s stock to rise from $50 million to $65 million, a 30 percent increase. If investors share management’s assessment of the merger gains, the market value of A’s stock will increase by $10 million, only a 5 percent increase.

It makes sense to keep an eye on what investors think the gains from merging are. If A’s stock price falls when the deal is announced, then investors are sending the message that the merger benefits are doubtful or that A is paying too much for them.

29 References

1. Leveraging the Rewards of Strategic Alliances,” by Gabor Garai. Journal of Business Strategy,

2. Financial Strategy by AT Foulks Lynch 3. THE JOURNAL Mergers and Acquisitions

4. Principles of corporate Finance by Brealey Myers 5. Financial Management Theory and Practice

mergers and acquisitions

Documents

high pe ratio

current years trading

combined market capitalization

total price payable

share price maximization

pva pvb

victim company shareholders

depressed share price