Relier Pairs M and V 3Version en ligne mergers and valuations par alex kellett 1 Merger cycle 4 2 Merger success: selling company 3 Merger Cycle 2 4 Merger Cycle 1 5 3rd wave: Subprime aka 6 Merger cycle 3 7 Merger Phase 4 8 Event studies 9 Qualitatives 10 Merger success from the perspective of continuing major shareholders 11 Merger Phase 3 12 Merger cycle 3 signature event 13 A 25% phase 4 APP 14 Why TAPP 15 Merger cycle 4 signature event 16 Epstein 17 Merger Success: Dealmakers, bankers, advisers etc. 18 White Knight 19 Merger phase 1 20 Merger Monday 21 Gearing ratio 22 Merger Cycle 2 signature event 23 Revenue synergies 24 Merger cycle 1 signature event 25 MergVal 26 Merger phase 2 % of long term debt to total capital. The after tax cost of equity is 2-2.5 times that of debt. WACC December 2011-19: Megaboom Merger boom legitimised, laggards criticised. Catch up deals. APP% quickly over 50%. may be equiv to 3x the financial APP as the comparable %APP consummated in Phase 1 RJR Nabisco Acquisition Financial Times: 13.01.2014. 'The date it is safe to do mergers again'. 3 major acquisitions announced on this date. reflecting the synergy vs premium principles of modern best practice merger valuation (VG and IVE) 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. 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 >%) Countrywide financial acquisition Netscape and Worldnet IPOs Financing more available as overall M&A vol grows. APP = 20-35% 2002-08: Subprime 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) 1996-00: Dot Com 1 Late cycle deals often over 100% APP until: increasing failures; declining target quality + reduced merger financing cause exhaustion peak Facebook and LinkedIn IPOs 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. 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. Universal Banking (Travelers/Citicorp). led to repeal of US Glass-Steagall Law. (Deregulation spurred merger activity) Commercial banks chasing IP profit and prestige. qualitative. Only one subject: Chase/Bank one economy still perceived as in recession by many. A few 1-2 year cash paybook deals. APP 10-18% merger evaluators who solely rely on subjective criteria evaluated on a cash flow effect basis only (as with all syn). 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) 1982-90: LBO