Click to edit Master title style,Click to edit Master text styles,Second level,Third level,Fourth level,Fifth level,*,1,Econ 906 Corporate Finance,Mergers and Acquisitions,兼并与收购,Readings:GT Chapter 20,Copeland&Weston Chapter 18,BM Chapter 32,RWJ Chapter 30,1Econ 906 Corporate FinanceM,2,Learning outcomes,Assess methods of mergers and acquisition,Assess various explanations for M&A,Analyse reasons for mergers,Analyse other synergistic effects,协同效应,Assess takeover defense tactics,防御收购策略,Determining synergy and analysing its sources,定义协同作用和分析它的产生,2Learning outcomes,3,Methods of mergers and acquisitions,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 liquidated,清算,and the shares in Z are distributed to shareholders of X and Y(,transfer of assets,资产转让,),OR,Z acquires shares in X and Y in return for its own shares.X and Y as subsidiaries,子公司,of Z may subsequently,随后,transfer their trade and assets their trade and assets to their new parent company-Z (,transfer of shares,股份转让,).,3Methods of mergers and acquis,4,Methods of mergers and acquisitions,Acquisitions,-B takes over A-B acquires trade and assets from A for cash.A is then liquidated,and the proceeds,所得款项,received by the old shareholders of A(,transfer of assets,).,OR,B acquires shares in A from As shareholders in exchange for cash.A,as a subsidiary of B,may subsequently transfer its trade and assets to its new parent company,B(,transfer of shares,).,4Methods of mergers and acquis,5,Efficiency Explanations,Differential efficiency theory,效用理论,Management of firm A more efficient than management of firm B,Inefficient management theory,Another control group might be able to manage the assets more effectively,Efficiency is increased by merger(at firm and economy level),In practice the acquiring firms may be overoptimistic in their judgement of their impacts on the performance of the acquired firms,过分乐观 高估了自己对被收购公司的影响力,May overpay to the acquired firms or fail to improve their performance Roll(1986),5Efficiency ExplanationsDiffer,6,Information Theories,信息理论,Management is stimulated,激励,to implement,实施,a higher-valued operating strategy,The negotiations,谈判,or tendering activity may involve the dissemination,传播,of new information the market then may revalue previously“undervalued”shares,会重新评估以前被低估的股份,6Information Theories信息理论Manag,7,Agency Problems,Agency problem arises when managers own only a fraction,分数,of the ownership shares of the firm,Hence,work less vigorously and consume more perquisites,津贴,at the cost of majority owners,Threat to takeover,接管的威胁,can mitigate,减轻,agency problem via monitoring managers on behalf of individual shareholders,Mergers on the other hand could be a manifestation of agency problem rather than a solution,兼并也可能带来管理问题,Important reading Jensen and Meckling(1976),7Agency ProblemsAgency problem,8,Market Power,Merger can increase firms market share,增加市场份额,Increasing firm size versus synergies,增加公司规模和协同效应,Larger firms could enjoy benefits due to economies of scale,享受规模经济带来的利益,However increasing market share really means increasing the size of the firm relative to other firms in the industry,8Market PowerMerger can increa,9,Tax Considerations,Acquiring a growth firm with small or no dividend payout and then selling it to realise capital gains,实现资本增长,substitution of capital gains tax,替代资本利得税,for ordinary income tax,普通收入税,When growth of a firm has slowed so that earnings retention,留存收益,can not be justified to IRS,an incentive for sale to another firm is created.,9Tax ConsiderationsAcquiring a,10,NPV of Acquisitions,NPV=Synergy-Premium Paid,协同,-,支付的权利金,Benefits from acquisitions are called synergies(revenue enhancement,收入增加,cost reduction,花费减少,lower taxes,低税,lower cost of capital,低资本成本,),Premium=Price Paid-Market Value of Acquisitions,10NPV of AcquisitionsNPV=Syn,11,Basic forms of Acquisitions,Merger or Consolidation,兼并或合并,absorption,吸收,of one firm by another firm(merger),Consolidation creates entirely new firm,完全巩固创建新公司,Acquisition of Stock,收购股份,Purchase the firms voting stocks in exchange for cash,shares or other securities,11Basic forms of Acquisitions,12,Basic forms of Acquisitions,Acquisition of Assets,One firm can acquire another firm by buying all its assets,A formal vote of shareholders of a voting firm is required,Takeovers encompass,包括,a broader set of activities than acquisitions,i.e.,acquisitions,Proxy contest,代理权争夺,Going private etc.In takeovers,the bidder,投标人,offers to pay cash or securities to obtain the stock or assets of the target firm.,12Basic forms of AcquisitionsA,13,Sensible Reasons for Mergers,Economies of Scale,规模经济,A larger firm may be able to reduce its per unit cost by using excess capacity,产能过剩,or spreading fixed costs across more units.,分摊固定成本,Economies of such merger may come from sharing central services such as office management and accounting,管理 会计,financial control,executive development,and to-level management,分享中央服务,13Sensible Reasons for Mergers,