Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 3

1 Chapter 2EXHIBIT 2.1 General Electric’s “Code of Conduct”EXHIBIT 2.2 Excerpts from AIMR Code of Ethics and AIMR Standards of Professional ...EXHIBIT 2.2 Excerpts from AIMR Code of Ethics and AIMR Standards of Professional ...

2 Chapter 3EXHIBIT 3.1 Classes of Tests of M&A ProfitabilityEXHIBIT 3.2 Comparison of Research Approaches Regarding the Profitability of M...EXHIBIT 3.3 Summary of Shareholder Return Studies for M&A: Returns to the Targ...EXHIBIT 3.4 Studies Reporting Negative Returns to AcquirersEXHIBIT 3.5 Studies Reporting Positive Returns to AcquirersEXHIBIT 3.6 Studies Reporting Long-Term Returns to AcquirersEXHIBIT 3.7 Summary of Shareholder Return Studies for M&A: Combined Returns to...EXHIBIT 3.8 Summary of Studies of Financial Statement DataEXHIBIT 3.9 Excerpted Findings about the Change in Profitability of British Ac...EXHIBIT 3.10 Excerpts of Findings about Change in U.S. Acquirers’ Profitabilit...EXHIBIT 3.11 Summary of Performance Studies for M&A: LBO ResultsEXHIBIT 3.12 Sample of Practioner Studies and Their Key Findings

3 Chapter 4EXHIBIT 4.4 Notes on the Sources of M&A Activity SeriesEXHIBIT 4.5 Explanations for M&A Activity Vary with Assumptions about Markets ...EXHIBIT 4.6 Styles of Listening for Turbulence, and the Resulting M&A Activity...

4 Chapter 5EXHIBIT 5.1 Trends in Completed Cross-Border Mergers and Acquisitions Involvin...EXHIBIT 5.2 Percentage Rate of Growth in Transactions Domestically and Cross-B...EXHIBIT 5.3 Cross-Border Transactions between Mexico and the United States, 19...EXHIBIT 5.4 Seventeen Largest Cross-Border Deals, 1997-2002EXHIBIT 5.5 Emerging Market Correlations with U.S. MarketEXHIBIT 5.6 Factors Explaining Equity Returns in Emerging and Developed Market...EXHIBIT 5.7 Returns to Targets of Foreign BuyersEXHIBIT 5.8 Returns to Buyers of Foreign TargetsEXHIBIT 5.9 Summary of Shareholder Return Studies for M&A: Combined Returns to...

5 Chapter 6EXHIBIT 6.1 Examples of Mission StatementsEXHIBIT 6.2 Relationship between Market Share and Return on InvestmentEXHIBIT 6.3 SWOT Analysis of Chrysler and Daimler-Benz Just before the Announc...EXHIBIT 6.4 Overview of Tools for Strategic AnalysisEXHIBIT 6.9 Illustration of Attractiveness-Strength MatrixEXHIBIT 6.13 Summary of Studies of Market Returns to Parent Shareholders at An...EXHIBIT 6.15 Volume of Divestitures, Spin-offs, and Carve-outs by Year and as ...EXHIBIT 6.16 Summary of Studies of Market Returns to Parent Shareholders at Un...EXHIBIT 6.17 Summary of Studies of Market Returns to Parent and Subsidiary Sha...EXHIBIT 6.18 Summary of Studies of Market Returns to Parent and Su...EXHIBIT 6.19 Summary of Studies of Market Returns to Parent Shareholders at Cr...EXHIBIT 6.22 Changing Mix of Diversification Strategies for the Fortune 500 Fi...EXHIBIT 6.23 Returns by Diversification StrategyEXHIBIT 6A.1 Self-Sustainable Growth Rates for Five RetailersEXHIBIT 6A.2 Summary of Modeling AssumptionsEXHIBIT 6A.3 Policy Changes to Raise Self-Sustainable Growth Rate

6 Chapter 7EXHIBIT 7.2 Three Information Scenarios and Their Impact on Competition, Prici...EXHIBIT 7.4 Annotated List of Recommended Sources of Public Information about Compan...EXHIBIT 7.5 Acquisition Guidelines, Kestrel Ventures LLCEXHIBIT 7.6 Screening Criteria, Kestrel Ventures LLCEXHIBIT 7.7 Summary of Search Principles

7 Chapter 8EXHIBIT 8.3 Participants in a Hypothetical Due Diligence ReviewEXHIBIT 8.4 Priorities in Information Technology Diligence and Integration

8 Chapter 9EXHIBIT 9.1 Yields on Five-Year Corporate and U.S. Government Bonds by Credit ...EXHIBIT 9.2 Berkshire Hathaway Acquisition CriteriaEXHIBIT 9.3 Liquidation Estimate of Value of ABC Corp.EXHIBIT 9.4 Classic Valuation MultiplesEXHIBIT 9.5 Properly Match Discount Rates and Cash FlowsEXHIBIT 9.6 Dart-Selected Sample of Firms with Analysis of Five-Year Dividends...EXHIBIT 9.7 Example of the Equivalence of Results from the Three DCF Valuation...EXHIBIT 9.8 Overview of Classic Measures of ValueEXHIBIT 9.11 Recent Stock Price Information Chrysler Corporation and Daimler-B...EXHIBIT 9.12 Comparable Automobile Manufacturers (in US$ Millions, Except Wher...EXHIBIT 9.13 Twelve-Month Moving Average Stock PremiumsEXHIBIT 9.14 Recent Jumbo M&A Activity (Greater than US$ 10 Billion) (in Milli...EXHIBIT 9.15 Valuation of Chrysler Corporation Shares Discounting ...EXHIBIT 9.16 Valuation of Chrysler Corporation Shares Discounting ...EXHIBIT 9.17 Valuation of Chrysler Corp. Shares Adjusted Present Value Approac...

9 Chapter 10EXHIBIT 10.1 Estimating the Hidden Value of an R&D ProgramEXHIBIT 10.2 Excerpt from Options Quotations Page, Wall Street Journal, March ...EXHIBIT 10.3 Classic Hockey Stick DiagramsEXHIBIT 10.4 Classic Bull and Bear Spread Payoff DiagramsEXHIBIT 10.5 Put-Call Parity: The Equivalent Payoffs of Two Different Portfoli...EXHIBIT 10.8 Payoffs on Senior and Subordinated DebtEXHIBIT 10.9 Calculation of the Volatility on General Mills StockEXHIBIT 10.10 Historical Price Volatility 60-Day Volatility Ending September 3...

10 Chapter 11EXHIBIT 11.3 Example: Valuing Cost Savings and Asset Reduction SynergiesEXHIBIT 11.4 Example: Valuing Revenue Enhancement SynergiesEXHIBIT 11.5 Valuing Financial SynergiesEXHIBIT 11.6 Illustration of Valuing an Enabling Technology as a Call OptionEXHIBIT 11.7 Illustration of Backsolving to Find the Required Constant Dollar ...EXHIBIT 11.8 Identification of Potential Synergies, Merger of Daimler-Benz and...EXHIBIT 11.9 Base-Case Estimate of Synergy Value, Merger of Daimler-Benz and C...EXHIBIT 11.10 Sensitivity Analysis of Synergy Values per Chrysler Share in the...

11 Chapter 12EXHIBIT 12.1 Inflation by CountryEXHIBIT 12.3 Marginal Corporate Tax Rates for Selected CountriesEXHIBIT 12.4 Country Risk Measures, at Late October 1999EXHIBIT 12.6 Comparison of Two DCF Valuation ApproachesEXHIBIT 12.7 Demonstration of the Equality of Real and Nominal Discounting in ...EXHIBIT 12.8 Comparison of “Nominal/Nominal” and “Real/Real” Valuation Approac...EXHIBIT 12.9 Illustration of the Use of the Interest Rate Parity Relationship ...EXHIBIT 12.10 U.S. Dollar Returns (in Percent) on Emerging Markets, 1991-1999EXHIBIT 12.11 Suggested Application of Cost of Equity Models by Country Segmen...EXHIBIT 12.12 Example of Country Betas and Their ComponentsEXHIBIT 12.13 Summary Comparison of Cost of Equity ModelsEXHIBIT 12.14 WACC Estimation, WEI Investment in Project at Zhang...EXHIBIT 12.15 IRR Estimation, WEI Investment in Project at Zhangz...EXHIBIT 12.16 WACC Estimation, Continental Cablevision Investment in Fintelco,...EXHIBIT 12.17 Discounted Cash Flow Valuation of Continental Cablevision’s Inve...

12 Chapter 13EXHIBIT 13.1 Highly Levered Transaction Activity over Time and as a Percentage...EXHIBIT 13.3 Yields to Maturity by Risk Rating, August 1995EXHIBIT 13.4 Circularity in ValuationEXHIBIT 13.5 Key Industrial Financial Ratios by Rating Categories Median Value...EXHIBIT 13.6 Estimate of Gains from Restructuring Defense of Koppers CompanyEXHIBIT 13.7 MediMedia International, Ltd.: Deal StructureEXHIBIT 13.8 Financial Forecast, MediMedia International, Ltd.: Forecasted Pro...EXHIBIT 13.9 MediMedia International, Ltd.: Historical and Forecasted Net Asse...EXHIBIT 13.10 Valuation Analysis of LBO: MediMedia International, Ltd.; DCF An...EXHIBIT 13.11 MediMedia International, Ltd.: Estimation of Bankers’ IRRs (Flow...EXHIBIT 13.12 MediMedia International, Ltd.: Estimation of Mezzanine Investor’...EXHIBIT 13.13 “Whole Deal” Summary of Returns to Players in the Leveraged Buyo...EXHIBIT 13.14 Financial Structure for the Leveraged Buyout of Revco Drug Store...EXHIBIT 13.16 Sensitivity Analysis of Monte Carlo Simulation Results, Probabil...

13 Chapter 14EXHIBIT 14.1 The Growth OptionEXHIBIT 14.2 The Option to DelayEXHIBIT 14.3 The Option to AccelerateEXHIBIT 14.4 The Option to SwitchEXHIBIT 14.5 Matrix of Hypothetical Economic Value and Option ValueEXHIBIT 14.6 Comparing Options and OpportunitiesEXHIBIT 14.7 Classification of Real Options in Technical TermsEXHIBIT 14.8 Comparison of the Four Methods of Estimating Real Option ValueEXHIBIT 14.10 Estimated Value of NCNB’s Call Option on First Republic for a Si...EXHIBIT 14.11 Estimated Values for NCNB’s Call Option on First Republic (in Mi...

14 Chapter 15EXHIBIT 15.3 Three Example of the Multiplicative Approach for Estimating Illiq...EXHIBIT 15.4 Summary of Three Case Examples: Offered Share Price as It Varies ...EXHIBIT 15.5 Research on Letter Stock Liquidity DiscountsEXHIBIT 15.6 Longstaff’s Upper Bounds for Percentage Discounts Because of Lack...EXHIBIT 15.7 Sensitivity Analysis of Shapley Values for the Ocean in a Hypothe...EXHIBIT 15.9 Summary of Research on the Control Premium of Senior Voting Share...

15 Chapter 16EXHIBIT 16.1 Intangible Assets That Meet the Criteria for Recognition Apart fr...EXHIBIT 16.2 Consolidation of a Partial But Majority Interest in a TargetEXHIBIT 16.3 Historical Statements and Financial Forecasts for Buyer and Targe...EXHIBIT 16.4 Purchase Accounting Results for Buyer: Stock-for-Stock DealEXHIBIT 16.5 Purchase Accounting Results for Buyer: Cash-for-Stock Deal, Finan...EXHIBIT 16.6 Comparative EPS and CEPS Dilution Associated with Share-for-Share...EXHIBIT 16.7 Effect of Different Asset Allocations in Purchase Accounting for ...EXHIBIT 16.10 Summary Comparison of Purchase and Pooling Accounting

16 Chapter 17EXHIBIT 17.3 Example of EPS Dilution and AccretionEXHIBIT 17.4 Sensitivity Analysis of EPS Dilution by Variations in Relative Si...EXHIBIT 17.5 Example of the Growth and Dilution Trade-offs of Two Target Firms...EXHIBIT 17.6 EPS Trajectories of the Buyer Alone with Two Target Firms: Firm A...EXHIBIT 17.7 Comparison of Momentum Acquisition Strategy and Value-Oriented St...

17 Chapter 19EXHIBIT 19.1 Cumulative Abnormal Returns to Buyers and Targets According to Ta...EXHIBIT 19.13 Summary of Features of Various Transaction TypesEXHIBIT 19.14 Transaction Choice and Valuation Analysis of Acquisitions

18 Chapter 20EXHIBIT 20.1 Volume of M&A Transactions Broken Down by Form of PaymentEXHIBIT 20.2 Summary of Shareholder Return Studies for M&A: Returns to Acquiri...EXHIBIT 20.5 Using the Seven Elements to Assess M&A Financing ChoicesEXHIBIT 20.6 Comparison of Two Hypothetical Acquisition Financing Alternatives...

19 Chapter 21EXHIBIT 21.1 Formulas for the Deal BoundariesEXHIBIT 21.2 Assumptions Used in the Illustration of Deal BoundariesEXHIBIT 21.3 Estimates of the Maximum and Minimum Exchange Ratios Used in the ...EXHIBIT 21.8 Contribution Analysis for the Fleet Financial Group/BankBoston Me...EXHIBIT 21.11 Percentage Distribution of Transactions by Deal Boundaries Zones...

20 Chapter 22EXHIBIT 22.1 Volume of Deals Involving Earnouts by Year, and in Comparison to ...EXHIBIT 22.2 Comparison of Earnouts and Call Options on Common StockEXHIBIT 22.3 Buyer’s Forecast and Valuation Model: Generic Evaluation of an Ea...EXHIBIT 22.4 Seller’s Forecast and Valuation Model: Generic Evaluation of an E...EXHIBIT 22.5 Model Used for the Valuation of the Contingent Paymen...EXHIBIT 22.6 Model Used for the Valuation of the Contingent Paymen...EXHIBIT 22.7 Probability Distribution of CPU Values from the Perspectives of H...

21 Chapter 23EXHIBIT 23.1 Use of Risk Management Devices as a Percentage of Deal Volume (19...EXHIBIT 23.2 Use of Collars by Year and Size of Deal, and Correlated with Vola...EXHIBIT 23.5 Illustration of Impact of Collar on Value Paid and Shares Issed t...EXHIBIT 23.7 Illustration of the Impact of Collar on Value Paid and Shares Iss...EXHIBIT 23.9 Worksheet from “Collars Analysis.xls” Illustrating the Assumption...EXHIBIT 23.10 Probability Distribution of Payments under AT&T’s Collar Offered...EXHIBIT 23.11 Some Landmark Acquisitions Featuring Contingent Value RightsEXHIBIT 23.12 Worksheet from “Collars Analysis.xls” Illustrating Assumptions f...EXHIBIT 23.13 Probability Distribution of Payments under Rhône-Poulenc’s Conti...

22 Chapter 24EXHIBIT 24.1 Comparison of Acquisition Premiums, Mergers of Equals (MOEs) vers...EXHIBIT 24.2 Summary of Research on Abnormal Returns to Target and Buyer Firm ...EXHIBIT 24.3 Executive Compensation for Fiorina and Capellas Disclosed by Walt...

23 Chapter 26EXHIBIT 26.1 Summary Comparison of Anglo-American, German, and Japanese System...EXHIBIT 26.2 Example of Voting for Directors, Comparing Cumulative and Noncumulative...

24 Chapter 27EXHIBIT 27.1 Comparison of Securities Law and Takeover Regulation

25 Chapter 28EXHIBIT 28.1 Example of Calculating the Herfindahl-Hirschman Index (HHI)EXHIBIT 28.2 Hart-Scott-Rodino Filings and Second Requests for Information as ...EXHIBIT 28.3 HSR Filings and Percent of Second Requests for Information, by Si...EXHIBIT 28.4 Resolution of Antitrust Challenges: Court Status and Outcome

26 Chapter 30EXHIBIT 30.1 Results of a Simulated Negotiation: Distribution of Number of Neg...EXHIBIT 30.2 Find the ZOPA: Four Distributions of Buyer and Target Negotiation RangesEXHIBIT 30.3 Rules of Reason, by Milton Wessel

27 Chapter 31EXHIBIT 31.1 Comparison of Negotiation and Auction

28 Chapter 32EXHIBIT 32.1 Summary of Outcomes of Hostile Takeover Attempts: Breakdown of De...EXHIBIT 32.2 Example of Estimating the Return to the ArbitrageurEXHIBIT 32.3 Sensitivity Analysis of Annualized Rate of Return to Variations i...EXHIBIT 32.4 Estimated Probabilities of Deal Closing Based on an Analysis of A...EXHIBIT 32.5 Overview of the Payoffs in the Classic Prisoner’s DilemmaEXHIBIT 32.6 Example of the Prisoner’s Dilemma as Applied to Target Company Sh...EXHIBIT 32.7 Sensitivity of the Estimated Values of the Expected Value of Not ...EXHIBIT 32.8 Sensitivity Analysis of EVNT Assuming a Credible Restructuring Pr...

29 Chapter 33EXHIBIT 33.1 Percentage of Firms Employing Takeover DefensesEXHIBIT 33.4 Illustration of the Dilution Imposed upon a Hostile Bidder after ...

30 Chapter 34EXHIBIT 34.1 Chronology of American Standard’s (AS) Defense against Black and ...EXHIBIT 34.2 Initial Leveraged Recapitalization Proposal (Approved February 18, 1988)EXHIBIT 34.3 Summary of the Kelso LBOEXHIBIT 34.4 Comparison of MBO and RecapEXHIBIT 34.5 Average Wealth Gains to Shareholders over Various Periods around ...EXHIBIT 34.6 American Standard Recap Proposal Compared to 42 Leveraged Recap P...

31 Chapter 35EXHIBIT 35.1 Contents of a Hypothetical Pitch BookEXHIBIT 35.2 Strategies for Communicating with Employees during MergersEXHIBIT 35.3 Summary Comparison of Types of Deal Communications

32 Chapter 36EXHIBIT 36.2 Performance of Acquirers versus Industry-Sector Peers, Judged on ...

33 Chapter 37EXHIBIT 37.1 Example of Analytical Grid Used for Identifying Targets for Business Development at ...

34 Chapter 38EXHIBIT 38.2 “Best Bet” Readings Relevant to Best Practice in M&A