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FRAMEWORK FOR CHOOSING A PATH FOR RESTRUCTURING

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The selection among alternatives for restructuring rests on the considerations illustrated in the decision tree of Exhibit 6.21.


EXHIBIT 6.21 Decision Tree for Redeployment and Restructuring

  Relationship to the core business of the parent. If the target operation is unrelated to the core it might be sold outright with no adverse effect on the rest of the firm. But if the benefits of relationship are material, your firm might consider retaining a partial interest in the target either as a joint venture or as a minority investment.

 Need for control. Whether or not the asset or business remains strategically significant, your firm may want to retain some influence or control over the target if for no other reason than to assure that it does not fall into the hands of a competitor.

 Can the business or asset operate as an independent entity? Assets such as land, factories, or equipment may be too small or isolated to sustain an independent existence. Such assets might be earmarked for outright sale. On the other hand, disposing of an ongoing business in the form of a firm can capture for the seller a premium reflecting growth prospects and franchise value.

Here again, to complete any strategic analysis of alternatives, one must assess the implications of each choice for shareholder value. This is done by means of a valuation analysis. No choice should be final until its implications for your firm’s share price are estimated and understood. The capital markets perspective embedded in valuation analysis may presuppose very different outlooks than the product markets perspective of the strategist. Also, there may be an information asymmetry reflected in the perspectives of the insiders and capital market outsiders (e.g., perhaps the discount rate derived from the capital markets is inconsistent with the inside strategic perspective).

Applied Mergers and Acquisitions

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