Читать книгу Applied Mergers and Acquisitions - Robert F. Bruner - Страница 41

Origins of the Problem

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In large part, Disney brought the unsolicited tender offer upon itself. Since the death of the founder, Walt Disney, in 1966, the firm had invested heavily in projects that failed to provide an adequate return. This led to a depressed share price. But the firm also retained assets such as a film library and valuable raw land in Florida that might be sold at a high profit. Steinberg saw this opportunity to buy Disney, restructure the firm, and earn a sizable return.

One significant influence in this problem was the intrinsic value of Disney. Before the hostile bid, Disney’s shares were trading around $47.50 apiece. Steinberg revealed in a filing with the SEC that he paid an average of $63.25 per share to acquire a toehold stake in Disney before mounting his hostile bid. This suggested that he estimated the true value of Disney to be something greater than his cost basis. The estimates of securities analysts at C. J. Lawrence ($64.00 to $99.00/share) and Goldman Sachs ($75.00/share) supported the views that Steinberg did not overpay for his shares and that the shares might be worth considerably more than his cost. The disparity among the valuations existed simply because Disney was worth one thing on a business-as-usual basis and something much higher if restructured.

Applied Mergers and Acquisitions

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