44 e the npv of the acquisition using a share

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Unformatted text preview: ematic, risk. As discussed in the chapter on options, there is a more subtle issue as well. Reducing unsystematic risk benefits bondholders by making default less likely. However, if a merger is done purely to diversify (i.e., no operating synergy), then the NPV of the merger is zero. If the NPV is zero, and the bondholders are better off, then stockholders must be worse off. A firm might choose to split up because the newer, smaller firms may be better able to focus on their particular markets. Thus, reverse synergy is a possibility. An added advantage is that performance evaluation becomes much easier once the split is made because the new firm’s financial results (and stock prices) are no longer commingled. 4. 5. It depends on how they are used. If they are used to protect management, then they are not good for stockholders. If they are used by management to negotiate the best possible terms of a merger, then they are good for stockholders. One of the primary advantages of a taxable merger is the write-up in the basis of the target firm’s assets, while one of the primary disadvantages is the capital gains tax that is payable. The situation is the reverse for a tax-free merger. The basic determinant of tax status is whether or not the old stockholders will continue to participate in the new company, which is usually determined by whether they get any shares in the bidding firm. An LBO is usually taxable because the acquiring group pays off the current stockholders in full, usually in cash. 6. 7. Economies of scale occur when average cost declines as output levels increase. A merger in this particular case might make sense because Eastern and Western may need less total capital investment to handle the peak power needs, thereby reducing average generation costs. Among the defensive tactics often employed by management are seeking white knights, threatening to sell the crown jewels, appealing to regulatory agencies and the courts (if possible), and targeted share repurchases. Frequently, anti-takeover charter amendments are available as well, such as poison pills, poison puts, golden parachutes, lockup agreements, and supermajority amendments, but these require shareholder approval, so they can’t be immediately used if time is short. While target firm shareholders may benefit from management actively fighting acquisition bids, in that it encourages higher bidding and may solicit bids from other parties as well, there is also the danger that such defensive tactics will discourage potential bidders from seeking the firm in the first place, which harms the shareholders. In a cash offer, it almost surely does not make sense. In a stock offer, management may feel that one suitor is a better long-run investment than the other, but this is only valid if the market is not efficient. In general, the highest offer is the best one. 8. 9. 10. Various reasons include: (1) Anticipated gains may be smaller than thought; (2) Bidding firms are typically much larger, so any gains are spread thinly across shares; (3) Management may not be acting in the shareholders’ best interest with many acquisitions; (4) Competition in the market for takeovers may force prices for target firms up to the zero NPV level; and (5) Market participants may have already discounted the gains from the merger before it is announced. Solutions to Questions and Problems NOTE: All end-of-chapter problems were solved using a spreadsheet. Many problems require multiple steps. Due to space and readability constraints, when these intermediate steps are included in this solutions manual, rounding may appear to have occurred. However, the final answer for each problem is found without rounding during any step in the problem. Basic 1. For the merger to make economic sense, the acquirer must feel the acquisition will increase value by at least the amount of the premium over the market value, so: Minimum economic value = $620,000,000 – 585,000,000 = $35,000,000 540 2. a) Since neither company has any debt, using the pooling method, the asset value of the combined firm must equal the value of the equity, so: Assets = Equity = 26,000($21) + 20,000($9) = $726,000 b) With the purchase method, the assets of the combined firm will be the book value of Firm X, the acquiring company, plus the market value of Firm Y, the target company, so: Assets from X = 26,000($21) = $546,000 (book value) Assets from Y = 20,000($19) = $380,000 (market value) The purchase price of Firm Y is the number of shares outstanding times the sum of the current stock price per share plus the premium per share, so: Purchase price of Y = 20,000($19 + 5) = $480,000 The goodwill created will be: Goodwill = $480,000 – 380,000 = $100,000 And the total asset of the combined company will be: Total assets XY = Total equity XY = $546,000 + 380,000 + 100,000 = $1,026,000 3. In the pooling method, all accounts of both companies are added together to total the accounts in the new company, so the post-merger balance sheet will be: Jurion Co., post-merger Current assets Fixed assets Total $10,600 30,100 $40,700 Current liabilities Long-...
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This note was uploaded on 07/10/2010 for the course FIN 6301 taught by Professor Eshmalwi during the Spring '10 term at University of Texas-Tyler.

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