Excellence in Financial Management
Course 7: Mergers & Acquisitions (Part 2)
Prepared by: Matt H. Evans, CPA, CMA, CFM
Part 2 of this course continues with an overview of the merger and acquisition process, including the valuation process, post merger integration and anti-takeover defenses. The purpose of this course is to give the user a solid understanding of how mergers and acquisitions work. This course deals with advanced concepts in valuation. Therefore, the user should have an understanding of cost of capital, forecasting, and value based management before taking this course. This course is recommended for 2 hours of Continuing Professional Education. In order to receive credit, you will need to pass a multiple choice exam
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Fulton 's stock is selling for $ 60.00 per share and the fair market value of Fulton 's debt is $ 40 million.
Market Value of Stock (2,500,000 x $ 60.00) $ 150 million Market Value of Debt 40 million Total Market Value of Fulton $ 190 million
A word of caution about relying on market values within the stock market; stocks rarely trade in large blocks similar to merger and acquisition transactions. Consequently, if the publicly traded target has low trading volumes, then prevailing market prices are not a reliable indicator of value.
Income Streams
One of the dilemmas within the merger and acquisition process is selection of income streams for discounting. Income streams include Earnings, Earnings Before Interest & Taxes (EBIT), Earnings Before Interest Taxes Depreciation & Amortization (EBITDA), Operating Cash Flow, Free Cash Flow, Economic Value Added (EVA), etc.
In financial management, we recognize that value occurs when there is a positive gap between return on invested capital less cost of capital. Additionally, we recognize that earnings can be judgmental, subject to accounting rules and distortions. Valuations need to be rooted in "hard numbers." Therefore, valuations tend to focus on cash flows, such as operating cash flows and free cash flows over a projected forecast period.
Free Cash
Valuations depend on forecasts. The reliability of the forecasts will then depend heavily on complete analysis of the industry, in addition to the evolving changes in the economy. It also requires understanding of the business and financial characteristic of the industry.
Our ending stock price at the end of year 2023 was $425.58, with the second highest stock price being Baldwin’s $159.81 (Appendix C).
What 's the best guess for the stock if it were valued like its peers?
Currently Ms. Deveroux, the founder of the company, holds almost all of the originally issued shares, except for 30,000 shares that she sold to her son for $20.00 per share, the estimated fair market value of the shares at the time they were sold to the son.
Several internal factors can influence the valuation of a company, however, in the subsequent are some factors that will assist management in protecting its shareholders. The first reason is the desire to generate profits for the company, as a profitable firm will attract investors. Secondly, the need to improve the management of a company can lead to valuation as the information can be used to spur growth. Valuation will assist in understanding some of the factors affecting the value of the company such as client relationships, financials, image, technology employees, and marketing. Proper management is implemented after identifying the issues affecting the organization’s value. Thirdly, communicating to the public accurate and current information is essential in attracting investors and maintaining transparency, which builds the company image.
It is important to know the proper technique and method of valuing a company because different people may have different ways of assessing the value; it is also important in understanding the bank’s method of appraising and valuing a company or business
Valuation is the estimation of an asset’s value, whether real or financial, based on variables perceived to be related to future investment returns, on comparison with similar assets, or, when relevant, on estimates of immediate liquidation proceeds (Pinto, Henry, Robinson, Stowe; 2010).
Notice that a merger analysis consists of two estimating issues which are projected merger cash flows and the appropriate discount rate. Sometimes, estimating cash flows in a merger is a little difficult so that we need to summarize the series of yearly cash flows and inflows. Mr Harry, we need to be aware, although Mr Jack is your friend, he may refuse to provide detailed information about Framingham Flange Factory’s future projections or past history. The second issue is the appropriate discount rate due to an acquisition is an equity transaction; it should be done using a discount rate that reveals the cost of equity
Going public’s main advantage is to provide liquidity and access to raise capital in the future, however, it can lead to problem in control of management and is expensive. There are Free Cash Flow techniques and relative valuation techniques that we can use to value Jetblue’s share, however we are going to use the Free Cash Flow technique for this case as this is an IPO and the company had no history whatsoever that we can rely on except by using its similar competitor statistics and assumptions to value Jetblue. In conclusion, we have calculated that using Free Cash Flow technique, the share price is $57 and therefore the current range of $25 to $27 is underpriced and that they should increase it to $56 to $58.
In regards to acquisitions, it is important to distinguish between mergers and acquisitions. In a merger, two companies come together and create a new entity. In an acquisition, one company buys another one and manages it consistent with the acquirer’s needs. An acquisition that involves integration has greater staffing implications than one that involves separation (Rizvi, 2008). A combining of companies is a major change. Mergers and acquisitions represent the end of the gamut of options companies have in combining with each other. It is the mergers and acquisitions that are the combinations that have the greatest implications for size of investment, control, integration requirements, pains of separation, and people management issues
Group Assignment on“Kohler (A) M&A Valuation”Submitted toINSTRUCTOR: ___________________In partial fulfillment for requirements of the courseMergers and Acquisitions (2012-2013)ByGroup K On19 November 2012
Eugene F. Brigham, Michael C. Ehrhardt. Financial Management. Theory and Practice / South-Western Thomson th Learning, 10 edition, 2010, p. 899 9 Questions of Value: Master the latest developments in value-based management, investment and regulation. Edited by Andrew Black / Prentice Hall (Financial Times), 2009, p. 289 10 In this case ROIC < WACC, that destroys value 11 Vividly described in Michael Lewis “Liar’s Poker” 12 Kenneth R. Ferris, Barbara S. Pecherot Petitt. Valuation: Avoiding the Winner’s Curse / Prentice Hall (Financial Times), 2005, p. 222 13 nd David J. Collins, Cynthia A. Montgomery. Corporate Strategy: A Resource-Based Approach / McGraw-Hill, 2 edition, 2007, p. 137 14 Richard A. Brealey, Stewart C. Myers, ibid, p. 867 15 Eugene
Roughly, one quarter of the firms acquiring public firms are small firms whereas half of the firms acquiring private firms are small firms. The small firms that acquire public firms on average increase shareholder wealth doing so; the large firms do not. Whether an acquiring firm is a small firm explains more of the return to shareholders than how the acquisition is paid for and at least as much as whether a public company, a private company, or a subsidiary is acquired. An acquisition made by a small firm, regardless of form of payment and regardless of the organizational form of the assets acquired, has an announcement return that is 2.24% higher than a comparable acquisition made by a large firm. In contrast, acquisitions of public firms made by large firms make losses for the shareholders of the acquiring firm irrespective of
The methods for valuing companies can be classified in six groups: MAIN VALUATION METHODS BALANCE INCOME MIXED CASH FLOW VALUE OPTIONS SHEET STATEMENT (GOODWILL) DISCOUNTING CREATION .Book value . Multiples Classic Equity cash flow EVA Black and .Adjusted .PER Union of Dividends Economic Scholes . Sales Free cash flow Investment value European profit .Liquidation .P/E EBITDA Accounting Capital cash flow Cash value option value .Other Experts APV added Expand .Substantial multiples Abbreviated CFROI the project value income Delay the others investment Alternative uses 2.1 Balance sheets – Based methods (shareholders’Equity) These methods seek to determine the company’s value by estimating the value of its assets. These are traditionally used methods that consider that a company’s value lies basically in its balance sheet. They determine the value from a static viewpoint, which, therefore, does not take into account the company’s possible future evolution or money’s temporary value. Neither do they take into account other factors that also affect the value such as: the industry’s current situation, human resources or organization problems, contracts, etc. that do not appear in the accounting statements. Some of these methods are the following: Book value, adjusted book value,
Key words: mergers and acquisitions, M&A, advisory firms, merger & acquisition process, project management, critical success factors, project success criteria.