Copyright © 2007 Pearson Addison-Wesley. All rights reserved. Chapter 19 Cross-Border Mergers,...

Copyright © 2007 Pearson Addison-Wesley. All rights reserved.

Chapter 19

Cross-Border Mergers, Acquisitions,

and Valuation

PCL Questions

• What is the relationship between MNE and M&A trends?

• What are the purposes to do M&A for a company?

• How M& A can create an issues of company valuation?

Copyright © 2007 Pearson Addison-Wesley. All rights reserved. 1-2


Cross-Border Mergers, Acquisitions, and Valuation

• Although there are many pieces to the puzzle of building shareholder value, ultimately it comes down to growth.

• An increasingly popular route to “going global” in search of new markets, resources, productive advantages, and other elements of competition and profit is through cross-border mergers and acquisitions.


Cross-Border Mergers, Acquisitions, and Valuation

• Cross-border mergers, acquisitions, and strategic alliances all face similar challenges: they must value the target enterprise on the basis of its projected performance in its market.

• An enterprise’s potential value is a combination of the intended strategic plan and the expected operational effectiveness to be implemented post-acquisition.

Types of Mergers

• Horizontal Mergers

- between competing companies

• Vertical Mergers

- Between buyer-seller relation-ship companies

• Conglomerate Mergers

- Neither competitors nor buyer-seller relationship

History of Mergers and Acquisitions Activity in United States • The First Wave 1897-1904 - After 1883 depression- Horizontal mergers- Create monopolies

• The Second Wave 1916-1929- Oligopolies- The Clayton Act of 1914

• The Third Wave 1965-1969 - Conglomerate Mergers- Booming Economy

• The Fourth Wave 1981-1989 - Hostile Takeovers- Mega-mergers

• Mergers of 1990’s - Strategic mega-mergers


Trends in Cross-Border Mergers and Acquisitions

• The era 1980s – 1990s and 2000s

• 1980s: Domestics oriented

• 1990s: EU, Japanese and US– Mega mergers of multinationals– Privatization of enterprise in emerging

markets

• 2000s: ???


Cross-Border Mergers and Acquisitions

• The true motivation for cross-border mergers and acquisitions is a traditional one: to build shareholder value.

• The following exhibit justifies simplistically this global expansion as a result of the following:– Publicly traded MNEs live and die, in the eyes of

the shareholders, by their share price

– If the MNE’s share price is a combination of the earnings of the firm and the market’s opinion of those earnings and the price-to-earnings multiple, management must strive to grow both

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Price = EPS xPE

Management, directlycontrols through its

efforts the earnings pershare of the firm.

Management onlyindirectly influencesthe market’s opinion

of the company’s earningsas reflected in the P/E.

Increasing the shareprice means

increasing earnings.

Exhibit 19.1 Building Shareholder Value Means Building Earnings

The Goal: Increase the share price of the firm

So building “value” means growing the firm to grow earnings.The largest growth potential is global.



– Management’s problem is that it does not directly influence the market’s opinion of its earnings

– Although management’s responsibility is to increase the P/E ratio, this is a difficult, indirect, and long-term process of communication and promise fulfillment

– However, management does control EPS and often must look outward to build value

– The global marketplace can offer greater growth potential or “bang for the buck” when compared to struggling within a domestic market for market share and profits



• In addition to the desire to grow, MNEs are motivated to undertake cross-border mergers and acquisitions by a number of other factors.

• The United Nations Conference on Trade and Development (UNCTAD), has summarized the M&A drivers in the following exhibit.

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Cro

ss -

bor

der

M &

A a

ctiv

ity

timeSource: UNCTAD, World Development Report 2000: Cross-border Mergers and Acquisitions and Development, figure V.1., p. 154.

Changes in the Global EnvironmentChanges in the Global Environment

• Technology• Regulatory frameworks • Capital market changes

New businessopportunities

and risks

Firms Undertake M&As to:Firms Undertake M&As to:• Access strategic proprietary assets• Gain market power & dominance • Achieve synergies• Become larger• Diversify & spread risks• Exploit financial opportunities

Strategic responses by firmsStrategic responses by firmsto defend and enhance theirto defend and enhance theircompetitive positions in acompetitive positions in achanging environment.changing environment.

Exhibit 19.2 Driving Forces Behind Cross Border M&A



• The drivers of M&A activity are both macro in scope (the global competitive environment) and micro in scope (the variety of industry and firm-level forces and actions driving individual firm value).

• The primary forces of change in the global competitive environment – technological change, regulatory change, and capital markets change – create new business opportunities for MNEs.



• As shown in exhibit 19.2, MNEs undertake cross-border M&A for a variety of reasons.

• The drivers are strategic responses by MNEs to defend and enhance their global competitiveness by:– Gaining access to strategic proprietary assets

– Gaining market power and dominance

– Achieving synergies in local/global operations across different industries

– Becoming larger, and then reaping the benefits of size in competition and negotiation

– Diversifying and spreading their risks wider

– Exploiting financial opportunities they may possess



• As opposed to a greenfield investment, a cross-border acquisition has a number of significant advantages.

• First, it is quicker (shortening the time required to gain a presence and facilitate competitive entry into the market).

• Second, acquisition may be a cost-effective way of gaining competitive advantages such as technology, brand names, and/or logistic/distribution capabilities while eliminating a local competitor.

• Third, specific to cross-border acquisitions, international economic, political, and foreign exchange conditions may result in market imperfections, allowing target firms to be undervalued.



• Cross-border acquisitions are not, however, without their pitfalls.

• There are still problems with paying too much or suffering excessive financing costs.

• Melding corporate cultures can also be traumatic.

• In addition, management of the post-acquisition process is extremely difficult to do successfully.

• Internationally, additional difficulties arise from host governments intervening in pricing, financing, employment guarantees, market segmentation, and general nationalism and favoritism.


The Cross-Border Acquisition Strategy

• The process of acquiring an enterprise anywhere in the world has three common elements:– Identification and valuation of the target

– Completion of the ownership change transaction (the tender)

– Management of the post-acquisition transition

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Exhibit 19.3 The Cross-Border Acquisition Process

Strategy&

Management

FinancialAnalysis &

Strategy

Stage IStage I Stage IIStage II Stage IIIStage III

Identification& valuationof the target

Completion ofthe ownership

changetransaction(the tender)

Management ofthe post-acquisition

transition; integrationof businessand culture

Valuation&

negotiation

Financialsettlement

&compensation

Rationalization ofoperations;

integration offinancial goals;

achieving synergies


The Cross-Border Acquisition Strategy

• Stage I – Involves the identification task for firms that have promising market opportunities and may be amenable to suitors in addition to valuation using traditional (DCF) and multiples (earnings and cash flows) analysis.

• Stage II – Requires gaining the approval of the target company (target company management support), regulatory approval and the appropriate compensation settlement for target shareholders.

• Stage III – This critical process requires the realization of the motivations for the transaction itself and can be extremely difficult for a variety of reasons.


Corporate Governance and Shareholder Rights

• One of the most controversial issues in shareholder rights is at what point in the accumulation of shares is the bidder required to make all shareholders a tender offer.

• While every country possesses a different set of rules and regulations for the transfer of control, the market for corporate control has been the subject of enormous debate in recent years.

• There are many elements involved in the regulation of cross-border takeovers.


Elements of Regulation of cross-borders takeovers

• Creeping tenders• Mandatory offers• Timing of takeovers• Withdrawal rights• Market purchases during bid• Market sales during bid• Limitation of defenses• Price integration• Proration of acceptance• Target responses

M & A Valuation Models

• Balance Sheet Valuation Models:– Book Value; Liquidaiton Value;

Replacement Cost

• Dividend Discount Models– Constant Growth DDM (1+g)

• Cash Flow Models



Cross-Border Valuation

• Illustrative case: The potential acquisition of Tsingtao brewery Company, Ltd., China– In January 2001, Anheuser Busch (AB) was

considering acquiring a larger minority interest in Tsingtao Brewery Company Ltd., China

– AB had originally acquired a 5% equity interest in 1993 when Tsingtao had first been partly privatized

– Since AB had already identified the target (Phase I), it would only need to value the target’s shares (Phase II) and to assess its prospects for post acquisition influence on Tsingtao’s operations



• In 1999, negotiations had broken down between AB and Tsingtao because Tsingtao would not offer AB a voice in its operations.

• However, by 2001, Tsingtao needed an equity infusion to grow its business.

• Key questions for AB were:

– The valuation of Tsingtao shares in an illiquid Chinese market

– The percentage of Tsingtao’s total equity to be purchased

– The terms of the transaction

– The prospects for AB to contribute management skills to Tsingtao

– The degree of future compatibility between the two corporate cultures

– The potential for future rationalization of operations



• As a fundamental metric in the determination of value, free cash flow (FCF) is a critical input in the valuation of any enterprise.

FCF = NOPAT + D&A – Δ in NWC – CAPEX

• Where:

– NOPAT = net operating profit after tax

– D&A = depreciation and amortization

– NWC = net working capital

– CAPEX = capital expenditures



• Analyzing Tsingtao’s FCF for 2000 shows a healthy operating cash flow (OCF) but a negative FCF due to enormous capital expenditures.

• For valuation purposes, this (and previous years) detailed financial data is utilized in forecasting expected future free cash flows (in this example in local currency).

• These free cash flows are valued using a risk-adjusted discount rate; in this methodology the Tsingtao (local currency) WACC is used.

• In addition, the terminal value of the firm, beyond the FCF projection period, is also added to the value of the FCF to determine the entity value.

• Equity value is determined by subtracting the PV of debt capital.



• In addition to the DCF exercise, a multiples analysis is performed by analyzing (in this case):– Price/Earnings Ratio (P/E) - an indication of what the

market is willing to pay for a currency unit of earnings

– Market/Book Ratio (M/B) - provides some measure of the market’s assessment of the employed capital per share versus what the capital cost

– Other multiples – including (in this case) price/sales or entity/enterprise value to EBTIDA (business earnings)

Copyright © 2007 Pearson Addison-Wesley. All rights reserved. Chapter 19 Cross-Border Mergers,...

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