Relacionar Columnas M and V 3Versión en línea mergers and valuations por alex kellett 1 3rd wave: Subprime aka 2 Merger Monday 3 Merger Phase 3 4 Gearing ratio 5 Merger success from the perspective of continuing major shareholders 6 Revenue synergies 7 Merger cycle 4 8 White Knight 9 Merger cycle 3 signature event 10 Merger Cycle 1 11 Merger cycle 3 12 MergVal 13 A 25% phase 4 APP 14 Merger cycle 1 signature event 15 Why TAPP 16 Merger success: selling company 17 Merger cycle 4 signature event 18 Merger Cycle 2 19 Qualitatives 20 Merger phase 1 21 Event studies 22 Merger Cycle 2 signature event 23 Merger Phase 4 24 Merger phase 2 25 Merger Success: Dealmakers, bankers, advisers etc. 26 Epstein qualitative. Only one subject: Chase/Bank one 5 year min ownership position. reflects primacy of the party putting up risk capital: RMT: a) returns vs cost of capital. b) The deficit (APP) vs the pv of conservatively and independently determined NRS. 2002-08: Subprime Sellers seek to maximise the pv of cash equivalent returns over the period at which the board deems the company eligible to entertain offers (eg 6 months). (AMS: bidders + rounds) may be equiv to 3x the financial APP as the comparable %APP consummated in Phase 1 Netscape and Worldnet IPOs December 2011-19: Megaboom Universal Banking (Travelers/Citicorp). led to repeal of US Glass-Steagall Law. (Deregulation spurred merger activity) Commercial banks chasing IP profit and prestige. typically allows subsidiary company to run their own operations (preserves subsidiary structure). They agree to limit their role to providing financing and developmental support as needed. (15% conglom discount) Share prices of target are always expected to increase following a serious bidder's EOI. This usually corresponds to a near-exact matching decline in the share price of acquirer (pay control premium) RMT. Merger boom legitimised, laggards criticised. Catch up deals. APP% quickly over 50%. economy still perceived as in recession by many. A few 1-2 year cash paybook deals. APP 10-18% 1996-00: Dot Com 1 merger evaluators who solely rely on subjective criteria % of long term debt to total capital. The after tax cost of equity is 2-2.5 times that of debt. WACC Financial Times: 13.01.2014. 'The date it is safe to do mergers again'. 3 major acquisitions announced on this date. RJR Nabisco Acquisition CF and synergies remain constant/increase very gradually during an M&A cycle but share price may triple. It better illustrates the importance of anticipatory purchase premium on APP (financial >%) Facebook and LinkedIn IPOs evaluated on a cash flow effect basis only (as with all syn). 1982-90: LBO Financing more available as overall M&A vol grows. APP = 20-35% reflecting the synergy vs premium principles of modern best practice merger valuation (VG and IVE) Countrywide financial acquisition Late cycle deals often over 100% APP until: increasing failures; declining target quality + reduced merger financing cause exhaustion peak narrow self-interest. close as many deals as possible (deal flow and financial volume). No fee unless deals close; only min legal and no financial liability for value-destructive merger advice.