财务管理基础financialmanagement清华大学23.pptVIP

Chapter 23 Mergers and Other Forms of Corporate Restructuring After Studying Chapter 23, you should be able to: Explain why a company might decide to engage in corporate restructuring. Understand and calculate the impact on earnings and on market value of companies involved in mergers. Describe what benefits, if any, accrue to acquiring company shareholders and to selling company shareholders. Analyze a proposed merger as a capital budgeting problem. Describe the merger process from its beginning to its conclusion. Describe different ways to defend against an unwanted takeover. Discuss strategic alliances and understand how outsourcing has contributed to the formation of virtual corporations. Explain what divestiture is and how it may be accomplished. Understand what going private means and what factors may motivate management to take a company private. Explain what a leveraged buyout is and what risk it entails. Sources of Value Strategic Acquisitions Involving Common Stock Acquisitions and Capital Budgeting Closing the Deal Mergers and Other Forms of Corporate Restructuring Takeovers, Tender Offers, and Defenses Strategic Alliances Divestiture Ownership Restructuring Leveraged Buyouts Mergers and Other Forms of Corporate Restructuring Any change in a company’s: Capital structure, Operations, or Ownership that is outside its ordinary course of business. So where is the value coming from (why restructure)? What is Corporate Restructuring? Sales enhancement and operating economies* Improved management Information effect Wealth transfers Tax reasons Leverage gains Hubris hypothesis Management’s personal agenda * Will be discussed in more detail in the following two slides. Why Engage in Corporate Restructuring? Sales enhancement can occur because of market share gain, technological advancements to the product table, and filling a gap in the product line. Operating economies can be achieved because of the elimination of duplicate facilities or operations an