FN428 : Investment Banking. Lecture : M&A Part IV Mergers and Acquisitions

Transcription

1 FN428 : Investment Banking Lecture : M&A Part IV Mergers and Acquisitions Suggested reading : Brealey, R.A., Myers, S.C. and Allen, F. (2010). Principles of Corporate Finance, 10th(International)Edition, London: McGraw-Hill.

2 Topics Covered An overview of merger activities Reasons for mergers FDI & M&A M&A Financing & Process Type of M&A deals Estimating merger gains and costs Thai Regulatory Framework Takeover defenses Case Studies Current M&A trend

3 Leveraged Buyouts Enhancing Equity Returns Your Business Income Statement Balance Sheet EBIT : $1.5 million ASSETS: LIABILITIES: Interest Exp.: $ 0 million Pretax Income: $1.5 million Taxes (33%): $0.5 million $0 (No Debt) EQUITY: ROA = 10% ROE = 10% Net Income: $1.0 million $10 million $10 million The offer: $10mm (10 x Net Income) borrowed $9 million (90%) at 10% LBO: NewCo Income Statement Balance Sheet EBIT: $1.5 million ASSETS: LIABILITIES: Interest Exp.: $ 0.9 million Pretax Income: $ 0.6 million Taxes (33%): $ 0.2 million $9 million EQUITY: ROA = 10% ROE = 40% Net Income: $ 0.4 million $10 million $1 million 5

4 Leveraged Buyouts Enhancing Equity Returns Your Business Income Statement Balance Sheet EBIT : $1.5 million ASSETS: LIABILITIES: Interest Exp.: $ 0 million Pretax Income: $1.5 million Taxes (33%): $0.5 million $0 (No Debt) EQUITY: ROA = 10% ROE = 10% Net Income: $1.0 million $10 million $10 million The offer: $12 mm (12 x Net Income) borrowed $10.8 million (90%) at 10% LBO: NewCo Income Statement Balance Sheet EBIT: $1.50 million ASSETS: LIABILITIES: Interest Exp.: $1.08 million Pretax Income: $ 0.42 million Taxes (33%): $ 0.14 million Purchase: $10 million Goodwill: $ 2 million $10.8 million EQUITY: ROA = 10% (tang) ROE = 23% Net Income: $ 0.28 million Total: $12 million $ 1.2 million 6

5 Take over defenses Existing long-term contract Difficult to terminate/revise Golden Parachute Certain executives/directors will receive compensation if employment is terminated. Unable/Expensive to pay-off (Article of Association) Golden Share Able to outvote all other shares in key decisions Negative Majority 25% of shareholding to block major votes

6 Take over defenses Separation of IP asset and fixed asset Operating Company Property Company IP Company Very Difficult to buy them all Employee Stock Ownership Plan (ESOPs) / Labor Union Power of employees Various disputes & court cases

7 Separation of Core and IP assets Which company to IPO or M&A?

8 Recent M&A case Anheuser-Busch InBev to acquire SAB miller (Dutch Brewer + British Brewer) Brand include Budweiser, Corona, Stella Artois + Fosters GBP 69 Billion (approx $104 B) AOL acquire Time Warner history $186BN Biggest in

9 M&A cases in Thailand 1. Gunkul acquired 10,000 shares in Korat Wind Energy 50MW Solar Farm (Cash THB 432 M): Project cost 4.68 BN (B/E 2 BN / Bond 1 BN / Bank loan): Various source of fund (kunkul import electrical components now turn to solar energy) 2. WHA take over HEMRAJ (Industrial estate) THB 44 BN: Future REIT

10 M&A cases in Thailand 3. Property Perfect increased 4,700 M share to swap shares in Thai Property (GRAND): Turn share into business 4. Singha purchased shares (PP) in RASA THB 550 M by paying of business value of THB 7.78 BN: Backdoor listing to rename Singha Estate

11 Why bother with legal? : NEC case

12 Why bother with legal? : Off-shore Dividend

13 Off-shore Dividend

14 Asset management: Intellectual property / Fixed asset

15 Post M&A agreements : Management Service Agreement (MSA) Points of concerns Know-how Show-how Know-who Cloning team and timing Non-competition Non-solicitation Non-disclosure

16 Post M&A agreements : Non-competition and non-solicitation conditions 1. Period of restriction: 2? / 5? / 7? years 2.Area of restriction: Thailand? / ASEAN? / Asia? 3.Cloning mission: 2 years is enough?

17 M&A Global Trend Source : KPMG M&A survey 2015 Sample: 735 M&A professionals from US Corp, Private Equity and IBs

18 M&A Global Trend

19 Suggested Readings Maddigan, Ruth; Zaima, Janis (1985). "The Profitability of Vertical Integration". Managerial and Decision Economics, 6 (3): Brealey, R.A., Myers, S.C. and Allen, F. (2010). Principles of Corporate Finance, 10th(International)Edition, McGraw-Hill. Hillier, D., Ross, S., Westfield, R., Jaffe, J., and Jordan, B. (2010) Corporate Finance,10 th Edition, McGraw-Hill Lynch, Peter (1990). One Up On Wall Street. Penguin Books. ISBN Barbara S. Petitt, Kenneth R. Ferris, Valuation for Mergers and Acquisitions, 2nd Edition, FT press E. F. Brigham's,J. F. Houston's (2009). "Fundamentals of Financial Management", 12th edition, South-Western College Publishing.