公司理财原版英文课件Chap029.ppt

29-* Mergers and Acquisitions Chapter 29 Copyright ? 2010 by the McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin Key Concepts and Skills Be able to define the various terms associated with MA activity Understand the various reasons for mergers and whether or not those reasons are in the best interest of shareholders Understand the various methods for paying for an acquisition Understand the various defensive tactics that are available Chapter Outline 29.1 The Basic Forms of Acquisitions 29.2 Synergy 29.3 Sources of Synergy 29.4 Two Financial Side Effects of Acquisitions 29.5 A Cost to Stockholders from Reduction in Risk 29.6 The NPV of a Merger 29.7 Friendly versus Hostile Takeovers 29.8 Defensive Tactics 29.9 Do Mergers Add Value? 29.10 The Tax Forms of Acquisitions 29.11 Accounting for Acquisitions 29.12 Going Private and Leveraged Buyouts 29.13 Divestitures 29.1 The Basic Forms of Acquisitions There are three basic legal procedures that one firm can use to acquire another firm: Merger or Consolidation Acquisition of Stock Acquisition of Assets Merger versus Consolidation Merger One firm is acquired by another Acquiring firm retains name and acquired firm ceases to exist Advantage – legally simple Disadvantage – must be approved by stockholders of both firms Consolidation Entirely new firm is created from combination of existing firms Acquisitions A firm can be acquired by another firm or individual(s) purchasing voting shares of the firm’s stock Tender offer – public offer to buy shares Stock acquisition No stockholder vote required Can deal directly with stockholders, even if management is unfriendly May be delayed if some target shareholders hold out for more money – complete absorption requires a merger Classifications Horizontal – both firms are in the same industry Vertical – firms are in different stages of the production process Conglomerate – firms are unrelated Varieties of Takeovers Takeovers Acquisition Proxy Contest Going Private (L