Chapter-4收購、兼并和重組課后題目解析課件

1、Developing Business and Acquisition Plans: Phases 1 & 2 of the Acquisition Process第1頁，共27頁。If you dont know where you are going, any road will get you there.Alice in Wonderland第2頁，共27頁。Exhibit 1: Course Layout: Mergers, Acquisitions, and Other Restructuring ActivitiesPart IV: Deal Structuring and Fi

2、nancingPart II: M&A ProcessPart I: M&A EnvironmentCh. 11: Payment and Legal ConsiderationsCh. 7: Discounted Cash Flow ValuationCh. 9: Financial Modeling TechniquesCh. 6: M&A Postclosing IntegrationCh. 4: Business and Acquisition PlansCh. 5: Search through Closing ActivitiesPart V: Alternative Busine

3、ss and Restructuring Strategies Ch. 12: Accounting & Tax ConsiderationsCh. 15: Business AlliancesCh. 16: Divestitures, Spin-Offs, Split-Offs, and Equity Carve-OutsCh. 17: Bankruptcy and LiquidationCh. 2: Regulatory ConsiderationsCh. 1: Motivations for M&APart III: M&A Valuation and Modeling Ch. 3: T

4、akeover Tactics, Defenses, and Corporate GovernanceCh. 13: Financing the Deal Ch. 8: Relative Valuation MethodologiesCh. 18: Cross-Border TransactionsCh. 14: Valuing Highly Leveraged Transactions Ch. 10: Private Company Valuation第3頁，共27頁。Current Learning ObjectivesPrimary learning objectives: To pro

5、vide students with an understanding of a highly practical “planning based” approach to managing the acquisition process and the issues associated with each phase of the M&A processSecondary learning objectives: To provide students with an understanding of how toselect the correct strategy from a ran

6、ge of reasonable alternatives and develop an acquisition plan第4頁，共27頁。The Acquisition ProcessPre-Purchase Decision ActivitiesPost-Purchase Decision ActivitiesPhase 1: Business PlanPhase 2: Acquisition PlanPhase 3: SearchPhase 4: ScreenPhase 5: First ContactPhase 6: NegotiationPhase 7: Integration Pl

7、anPhase 8: ClosingPhase 9: IntegrationPhase 10: Evaluation第5頁，共27頁。Phase 1: Business PlanIndustry/market definition (Where have we chosen to compete?)Example: Automotive industry (a collection of markets)Passenger car market by size and by geographic areaTruck market by size and geographic areaAfter

8、-marketWhy is it important to start by defining the target market?第6頁，共27頁。Phase 1: Business PlanIndustry/market definitionExternal analysis (customers, current competitors, potential entrants, substitute products, and suppliers): Five Forces FrameworkKey objective: Identification of industry trends

9、 and whether they constitute opportunities or threatsExample: Automotive industryWhat is changing with respect to Customers by vehicle size and geographic areaCurrent competitors include Toyota, Daimler, GM, Ford, etc.Potential entrants include China Cherie and Indias Tata MotorsSubstitute products/

10、technologies for internal combustion engine include hybrids, all electric car, hydrogen car, Zip Car, etc.Suppliers include material vendors, lenders, labor, etc.How will these changes impact my business?第7頁，共27頁。Phase 1: Business PlanIndustry/market definitionExternal analysis (customers, current c

11、ompetitors, potential entrants, substitute products, and suppliers)Internal analysis (strengths and weaknesses as compared to the competition)Key questions:Do our strengths enable us to pursue opportunities identified in the external analysis? (Googles acquisition of Motorola Mobility?)Do our weakne

12、sses make us vulnerable to the threats identified in the external analysis? (Microsofts Bing search engine?)Example: Automotive industryIf our targeted customer values fuel efficiency, do our strengths enable us to produce high quality fuel efficient cars better than our competition?To what extent d

13、o our strengths help us satisfy our customers needs better than the competition? To what extent do our weaknesses make us vulnerable to losing customers?第8頁，共27頁。Phase 1: Business PlanIndustry/market definitionExternal analysis (customers, current competitors, potential entrants, substitute products

14、, and suppliers)Internal analysis (strengths and weaknesses as compared to the competition)Opportunities/threats (from external and internal analyses)Summarizing strengths and weaknesses versus opportunities and threats using a SWOT matrixExample: AOpportunity is to be perceived as the preferred onl

15、ine retail department storeThreat is that Walmart, Best Buy, and Costco increase their online presence第9頁，共27頁。Hypothetical A SWOT MatrixOpportunity: To be perceived by internet users as the preferred online “retail department store”Threat: Walmarts, BestBuys, and Costcos increasing presence on the

16、internetAs StrengthsRelative to the opportunity: Brand recognition Convenient online order entry system Information technology infrastructure Fulfillment infrastructure for selected products (e.g., books)Relative to the threat: Extensive experience in online marketing, advertising, and fulfillmentAs

17、 WeaknessesRelative to the opportunity: Inadequate warehousing and inventory management systems to support quantum sales growth Limited experience in merchandising non-core retail products (e.g., electronics) Limited financial resourcesRelative to the threat: Substantially smaller retail sales volum

18、e limits ability to exploit purchase economies Limited financial resources Limited name recognition in selected markets (e.g., consumer electronics) Lack of retail management depthStrategic OptionsSolo venturePartnerAcquireSolo venturePartner AcquireExit business第10頁，共27頁。Phase 1: Business PlanIndus

19、try/market definitionExternal analysis (customers, current competitors, potential entrants, substitute products, and suppliers)Internal analysis (strengths and weaknesses as compared to the competition)Opportunities/threats (from external and internal analyses)Business vision/mission (Defines direct

20、ion and provides means of communicating succinctly with key stakeholder groups)How do we wish to be perceived by key stakeholders?What quantifiable objectives will be used to determine progress in achieving vision/mission? (e.g., market share, customer surveys indicating how we are perceived, etc.)H

21、ypothetical Example: A wishes to be perceived by consumers as the preferred online department store by 20XX第11頁，共27頁。Phase 1: Business PlanIndustry/market definitionExternal analysis (customers, current competitors, potential entrants, substitute products, and suppliers)Internal analysis (strengths

22、and weaknesses as compared to the competition)Opportunities/threats (from external and internal analyses)Business vision/missionBusiness Strategies (cost/price, differentiation, focus, or some combination)Which of these generic business strategies best enables the firm to achieve its vision/mission

23、and objectives?第12頁，共27頁。Phase 1: Business PlanIndustry/market definitionExternal analysis (customers, current competitors, potential entrants, substitute products, and suppliers)Internal analysis (strengths and weaknesses as compared to the competition)Opportunities/threats (from external and inter

24、nal analyses)Business vision/missionBusiness Strategies (cost, differentiation, focus, or some combination)Implementation strategy (selected from a range of options)Solo ventures or “go it alone”Merger or acquisitionAlliances (including JVs, partnerships, and licensing)Minority investments and Asset

25、 swaps第13頁，共27頁。ApplicationDiscuss how you would use information obtained from the external, internal, and opportunities/threats identification analyses conducted during the business planning process to select an appropriate business strategy. Be specific.Discuss how you would select the appropriate

26、 implementation strategy. Be specific. (Hint: Consider the resourcesbroadly defined-required/currently available to exploit potential opportunities and threats.)第14頁，共27頁。Phase 2: Acquisition Plan (How to implement the acquisition)Plan objectives (support the realization of key business plan objecti

27、ves)How will the acquired firm enable the acquiring firm to better realize its vision/mission and business plan objectives?第15頁，共27頁。Examples of Linkages Between Business and Acquisition Plan ObjectivesBusiness Plan Objective Acquisition Plan ObjectiveFinancial: The firm will Achieve rates of return

28、 that will equal or exceed its cost of equity or capital by 20? Maintain a debt/total capital ratio of x%Financial returns: The target firm should have A minimum return on assets of x% A debt/total capital ratio y% Unencumbered assets of $z millionSize: The firm will Be the number one or two market

29、share leader by 20? Achieve revenue of $x million by 20?Size: The target firm should be at least $x million in revenueGrowth: The firm will achieve through 20? annual average Revenue growth of x% Earnings per share growth of y% Operating cash-flow growth of z%Growth: The target firm should Have annu

30、al revenue, earnings, and operating cash-flow growth of at least x%, y%, an z% Provide new products and markets of x% by 20? Possess excess annual production capacity of x million unitsDiversification: The firm will reduce earnings variability by x%.Diversification: The target firms earnings should

31、be largely uncorrelated with the acquirers earnings.Flexibility: Achieve flexibility in manufacturing and design.Flexibility: Target should use flexible manufacturing techniques.Technology: The firm will be recognized by its customers as the industrys technology leader.Technology: The target firm sh

32、ould possess important patents, copyrights, and other forms of intellectual property.Quality: The firm will be recognized by its customers as the industrys quality leader.Quality: The target firms product defects must be x per million units manufactured.Service: The firm will be recognized by its cu

33、stomers as the industrys service leader.Warranty record: The target firms customer claims per million units sold should be not greater than x.Cost: The firm will be recognized by its customers as the industrys low-cost provider.Labor costs: The target firm should be nonunion and not subject to signi

34、ficant government regulation.Innovation: The firm will be recognized by its customers as the industrys innovation leader.R&D capabilities: The target firm should have introduced at least x new products in the last 18 months.第16頁，共27頁。Phase 2: Acquisition PlanPlan objectives (support the realization

35、of key business plan objectives)Timetable Defined by activity completion dates, deliverables (what is to be achieved), and individual (s) responsible for satisfying objectivesExample: Daniel Stuckee is to have completed identifying a list of potential targets by 2/24/20?第17頁，共27頁。Application: Nokia

36、Buys Symbian Nokia, a Finnish phone handset manufacturer, announced in mid-2008 that it had reached an agreement to acquire Symbian, its supplier of smartphone operating system software. At that time, Symbian had 60% market share, but it was losing share rapidly to Apple. Nokia also announced its in

37、tention to give away Symbians software for free in response to Googles decision in December 2008 to offer its Android operating system at no cost to handset makers. Nokia was seeking to establish an industry standard based on the Symbian software, using it as a platform for providing online services

38、 to smartphone users, such as music and photo sharing. Nokia seems to have been positioning itself as the premier supplier of online services to the smartphone market by dominating the this market with handsets reliant on the Symbian operating system. Nokia hopes to exploit economies of scale by spr

39、eading any fixed cost associated with online services over an expanding customer base. Such fixed expenses could include a requirement by content service providers that Nokia pay a minimum level of royalties in addition to royalties that vary with usage. Similarly, the development cost incurred by s

40、ervice providers can be defrayed by selling into a growing customer base. Nokias ultimate success seemed to depend on its ability to convince other handset makers to adopt their software. What is Nokias vision for the future with respect to smartphones?What are the firms business and implementation

41、strategies?Would you describe this strategy as high or low risk? Explain your answer.第18頁，共27頁。Phase 2: Acquisition PlanPlan objectives (support the realization of key business plan objectives)TimetableResource/capability reviewDetermine maximum size of acquisition in terms of P/E. sales, cash flow,

42、 purchase price, etc.Assess internal management capabilities (Can acquirer continue to manage current businesses as well as integrate the acquired firm?)第19頁，共27頁。Phase 2: Acquisition PlanPlan objectives (support the realization of key business plan objectives)TimetableResource/capability reviewMana

43、gement preferences (Senior management guidelines to acquisition team)Examples:Prefer an asset or a stock purchaseUse cash onlyWill consider competitors as potential targetsWant controlling interestLimit EPS dilution to two years following closing第20頁，共27頁。Phase 2: Acquisition PlanPlan objectives (su

44、pport the realization of key business plan objectives)TimetableResource/capability reviewManagement preferencesSearch plan Key search criteria include industry/geographic area and maximum size of acquisitionRelatively few criteria used to avoid limiting list of potential targets第21頁，共27頁。Phase 2: Ac

45、quisition PlanPlan objectives (support the realization of key business plan objectives)TimetableResource/capability reviewManagement preferencesSearch planNegotiation strategyStarts with assessment of the needs of parties involvedDetermine proposals to satisfy the highest priority needs of the parti

46、es involved. For example, considerUsing acquirer stock if seller wants a tax free saleLong-term employment contract if seller wants to stay with the businessHaving seller sign a non-compete to avoid future competition with seller第22頁，共27頁。Phase 2: Acquisition PlanPlan objectives (support the realiza

47、tion of key business plan objectives)TimetableResource/capability reviewManagement preferencesSearch planNegotiation strategyDetermine initial offer priceRequires buyer to estimateMinimum purchase price (i.e., standalone or market price for purchase of shares or liquidation value for asset purchase)

48、Synergy created by combining acquirer and target firmsPercent of synergy acquirer willing to share with target (often reflects premium paid on recent similar transactions or the portion of synergy contributed by the target)第23頁，共27頁。Phase 2: Acquisition PlanPlan objectives (support the realization o

49、f key business plan objectives)TimetableResource/capability reviewManagement preferencesSearch planNegotiation strategyDetermine initial offer priceFinancing plan (“acid test”)How will you pay for acquisition?Will someone lend you the money?Will acquirer shareholders tolerate EPS dilution?第24頁，共27頁。

50、Phase 2: Acquisition PlanPlan objectives (support the realization of key business plan objectives)TimetableResource/capability reviewManagement preferencesSearch planNegotiation strategyDetermine initial offer priceFinancing planIntegration plan Objective: Combine businesses as rapidly as practicalW

51、hat projects offer the greatest likelihood of realizing synergy?What must be done to retain key people?What investments must be made to keep businesses operational?What is the appropriate communication plan?How will the corporate cultures be best integrated?第25頁，共27頁。ApplicationsIdentify at least 3 criteria that might be used to select a manufacturing firm as a potential acquisition candidate? A financial services firm? A high technology firm?Despite weeks of sometimes heated negotiation, the seller continues to insist on a purc