Metrics and Multiples Villanova University维拉诺瓦大学的指标和倍数.pptVIP

Mergers and Acquisitions Arzac, Chapter 9 Mergers many people including Warren Buffett have expressed skepticism of the power of mergers: Many managements apparently were overexposed in impressionable childhood years to the story in which the imprisoned handsome prince is released from a toad’s body by a kiss from a beautiful princess. Consequently, they are certain their managerial kiss will do wonders for the profitability of Company T(arget) … 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 had 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… We have tried occasionally to buy toads at bargain prices with results that have been chronicled in past reports. Clearly our kisses fell flat. We have done well with a couple of princes – but they were princes when purchased. At least our kisses didn’t turn them into toads. And, finally, we have occasionally been quite successful in purchasing fractional interests in easily identifiable princes at toadlike prices. MAs changing forces driving mergers: technological change globalization and freer trade deregulation economies of scale, scope, and technological catch-up change in industry organization individual entrepreneurship macroeconomic factors ** Weston, Siu, and Johnson (2001) mergers vs. tender offers types Changes in Ownership Structure exchange offers leverage recapitalizations dual-class recapitalizations share repurchases LBOs, MBOs ESOPS Control of Decision Powers compensation arrangements proxy contest premium buy-backs (greenmail) takeover defenses stakeholder relationships ethics and reputation Theories of Mergers efficiency increases (restructuring) operating synergies financ