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1、Merger and Acquisition并购,引言,M&As refer to 并购指 Traditional mergers and acquisitions传统的兼并和收购 Takeovers 接管 Corporate restructuring 公司重组 Corporate control公司控制 Changes in the ownership structure of firms 公司所有权结构的更替,影响兼并的因素,Technology技术 Globalization全球化 Deregulation放松管制 Efficiency of operations 运作效率 Chang
2、es in industry organization产业组织的变化 Entrepreneurship企业家 Economic and financial environment 经济、金融环境,术语,Merger兼并 Negotiated deals 经过协商的买卖 Mutuality of negotiations 磋商的互相关性 Mostly friendly 大部分是友好的 Tender offers股权收购 Offer made directly to the shareholders 直接由股东出价 Hostile when offer made without approval
3、of the board当出价没有经过董事会同意时会引起敌意 Restructuring changes to improve operations, policies, and strategies 重组提高运作效率、政策和战略的组织变化,兼并类型,Horizontal mergers 横向兼并 Combination between firms in same business activity 从事同样业务的公司之间的合并 Rationale 基本原理 Economies of scale and scope规模效应 Synergies such as combining of best
4、 practices合成效应 Government regulation due to potential anticompetitive effects 针对潜在垄断的政府管制 Vertical mergers纵向兼并 Combinations between firms at different stages 不同生产链的公司之间的合并 Rationale is information and transaction efficiency 基本原理是信息和交易效率 Conglomerate mergers 混和兼并 Combination of firms in unrelated typ
5、es of business activity从事不相关业务的公司之间的合并,历史上并购运动的共性,Periods of high economic growth 高经济成长 Favorable stock price levels and financial conditions 有利的股价和金融情况 Response to economic, technological, and regulatory changes对经济，技术 和法规变化的反应,Mainly horizontal mergers 主要是横向兼并 Major changes in economic infrastructu
6、re and production technologies Transcontinental railroad completion resulting in national economic markets 铁路 Use of electricity and increased use of coal and oil products 电的使用,1895-1904 并购运动,Motivating factors 激励因素 Economies of scale 规模效应 Merging for national markets 全国市场 Professional promoters and
7、 underwriters 专业的承销人,1895-1904 并购运动,Success due to “astute business leadership“ (Livermore, 1935) 成功 Rapid technological and managerial improvements 管理和科技的提高 Development of new products 新产品的开发 Entry into new subdivisions of industry 进入一个行业新的部份 Promotion of quality brand names 质量品牌 Commercial exploit
8、ation of research 研究的商业化,成功,Failure (Dewing, 1953) Failure to modernize plant and equipment Increase in overhead costs Lack of flexibility due to large size Inadequate supply of talent to manage large groups of plants,失败,End of first merger movement In 1901, merger activity began downturn as some co
9、mbinations failed to realize gains In 1903, economy went into recession In 1904, Supreme Court ruled against Northern Securities, establishing that mergers can be attacked by Section One of the Sherman Act,结束原因,Combinations in public utilities, banking, food processing, chemicals, mining 公共设施的合并 Mot
10、ivating factors Product-extension IBM, General Foods, Allied Chemical 产品的扩充 Market-extension food retailing, movie theaters, department stores 市场的扩充 Vertical mergers metals, mining, oil 纵向的会兼并,The 1922-1929 Merger Movement (the second movement),Facilitating developments Transportation motor vehicles
11、 made both buyers and sellers more mobile Communications national radio advertising facilitated product differentiation Merchandising mass distribution with low profit margins Increased vertical integration due to advantages from technological economies or from reliability of input supply End of sec
12、ond wave of merges with the onset of a severe economic slowdown in 1929,激励因素和结束原因,混业兼并：the 1960s,In 1967-68 when the merger activity peaked 横，纵向兼并下降到17% 产品的扩充类上升到 60% 市场的扩充 类可以忽略 混业兼并 上升到23%,Acquiring firm characteristics small to medium-sized, adopting diversification strategy outside traditional a
13、reas of interest Acquired firm characteristics small to medium-sized, operating in fragmented industries, or on periphery of major industries,并购双方特徵,Defensive diversification to avoid: Sales/profit instability Unfavorable growth prospects Adverse competitive shifts Technological obsolescence Increas
14、ed uncertainties in acquirers industry,激励因数,Examples: Aerospace industry wide fluctuations in market demand, large abrupt shifts in product mix, excess capacity aggravated by entry of firms from other industries Industrial machinery and auto parts sales instability Railway equipment, textiles, tobac
15、co, movie distribution low growth prospects,例子,Other motives Some mergers reflected personality of chief executive resulting in noncore acquisitions Some conglomerates were formed to imitate earlier conglomerates that appeared to have achieved high growth and high valuations Differential price/earni
16、ngs (P/E) game No sound conceptual basis source of sell-offs in later years Rise of management theory - “good managers can manage anything“,激励因数,End of conglomerate merger wave Antitrust laws Congress began to move against conglomerate firms in 1968 Suits filed by the Department of Justice arguing “
17、mutual forebearance“ Punitive tax laws Tax Reform Act of 1969 limited use of convertible debt to finance acquisitions EPS would have to be calculated on a fully diluted basis as if debt had been converted into common stock Declining stock prices,结束原因,交易的十年, 1981-1989 (the fourth movement),Motivating
18、 forces 经济和股市的上升Surge in the economy and stock market beginning in mid-1982 国际竟争的影响Impact of international competition on mature industries such as steel and auto 已多元化的企业被分拆Unwinding diversified firms 新的行业New industries as a result of new technologies and managerial innovations,Decade of big deals T
19、en largest transactions Exceeded $6 billion each Summed to $126.1 billion Top 10 deals reflected changes in the industry Five involved oil companies increased price instability resulting from OPEC actions Two involved drug mergers increased pressure to reduce drug prices Two involved tobacco compani
20、es diversified into food industry,大笔交易,Financial innovations 高回报的债券High yield bonds provided financing for aggressive acquisitions by raiders 金融性的买方Financial buyers 私有化Arranged going private transactions 买多元化企业的一部份Bought segments of diversified firms “Bustup acquisitions“ 分割的部份整体Buyers would seek fi
21、rms whose parts as separate entities were worth more than the whole 部份资产出售After acquisitions, segments would be divested 降低负债Proceeds of sales were used to reduce the debt incurred to finance the transaction,金融创新,恶性收购的防卫Rise of wide range of defensive measures as a result of increased hostile takeov
22、ers 结束原因End of fourth merger wave Government actions Highly publicized insider trading cases Passage of the Financial Institution Reform, Recovery, and Enforcement Act (FIRREA) in1989 Indictment of Michael Milken and bankruptcy of Drexel Burnham Development of powerful takeover defenses Economic rec
23、ession associated with Gulf War,激励因数和结束原因,战略性的合并, 1992-2000,Economic trends 海湾战争后经济复苏Economic recovery after Gulf War 股市的持续上扬创新高Continued rise in stock prices to new highs 垃圾债券市场的复苏Recovery of junk bond market as other investment banking firms moved in,Major driving forces 技术Technology Impact of com
24、puter and software applications Impact of microwave systems and fiber optics on telecommunications industry Impact of the Internet creation of new industries and firms, changes in the nature and forms of competitive relationships 全球化Globalization Technological developments in transportation and comm
25、unications Europe and other regions moving toward common markets,激励因数,法规解禁Deregulation Major deregulations in financial services, telecommunications, energy, airlines, trucking, etc. Massive reorganization of industries 经济环境Economic Environment Rising stock prices Rising P/E ratios Low interest rate
26、 levels 付款方式Method of payment Predominant use of stock-for-stock transactions Less reliance on highly leveraged transactions,激励因数,Megamergers of the nineties Top ten transactions of all times occurred in 1998 and 1999 Top ten deals of the nineties totaled about $700 billion Size of M&As in relation
27、to level of economic activity For period 1993-1999, M&As represented about 12% of GDP In 1999, M&As represented 15% of GDP In the eighties, M&As represented less than 4% of GDP,超大型的交易,并购的时机,Empirical evidence does not support merger waves 实证研究不支持并购浪潮理论 Generalizations on major merger movements Each
28、major merger movement reflected some underlying economic and/or technological changes每次并购运动都伴随经济或技术的改变,共同的金融因数Some common financial factors associated with high levels of merger activity 上升的股价Rising stock prices 低利率Low interest rates Favorable term structures of interest rates 风险盈价小Narrow risk premi
29、a,并购的时机,跨国并购,M&A activity in other developed countries of the world has been even higher than in the U.S. Underlying factors Internationalization of markets Globalization of competition Antimerger laws and regulations such as in the UK and in EEC tightened in the 1980s, but M&A activity increased du
30、e to economic, technological, and regulatory changes,收购的步骤,目标的确认,早期讨论或评估,调查,谈判和发布消息,合同/成交,稳定和基础的建立,快速的整合,消化,策略,合并后的整合的步骤,PRE-ACQUISITION,评估,并购的操作步骤,接触目标,The strategic review should address the following issues:,Extensive industry research and analysis on market size, market structures, key players,
31、opportunities and barriers to entryetc. Assist in assessing corporate objectives Identify alternatives for achieving corporate objective and the preferred method of proceeding such as acquisition, joint venture or strategic alliance,Step 1:策略,Strategic Review,Targets Search,Targets Approach,Assessme
32、nt on Info Memorandum Compilation & Deal Structuring,Valuation,Negotiation,Due Diligence,Contract Drafting/Deal Completion,The analysis of shareholder objectives should address the following issues:,Step 2:目标选择,Strategic Review,Targets Search,Targets Approach,Assessment on Info Memorandum Compilatio
33、n & Deal Structuring,Valuation,Negotiation,Due Diligence,Contract Drafting/Deal Completion,worldwide network knowledge of active sellers in the companys industry Public and private databases Industry trade journals and organizations,The whole contact process including:,Screening and prioritizing sel
34、lers Initiating contact with potential sellers on a confidential, no-name basis Using network to access decision makers of potential sellers,Step 3:接触目标,Strategic Review,Targets Search,Targets Approach,Assessment on Info Memorandum Compilation & Deal Structuring,Valuation,Negotiation,Due Diligence,C
35、ontract Drafting/Deal Completion,Assessing on Info Memo and Deal Structuring by:,Step 4:早期讨论和评估,Strategic Review,Targets Search,Targets Approach,Preliminary Discussions/ Assessment,Valuation,Negotiation,Due Diligence,Contract Drafting/Deal Completion,As to Info Memo Offering analysis on investment m
36、emorandum Coordinating initial meeting or site visit,As to Deal Structuring The choices as to whether to acquire shares or assets The percentage holding to be acquired, if the case involves a share acquisition Form of consideration (cash, notes, shares) Non-financial issues such as the extent of war
37、ranties and indemnities, treatment of employmentetc Tax structure,The due diligence process include:,调查,Strategic Review,Targets Search,Targets Approach,Assessment on Info Memorandum Compilation & Deal Structuring,Valuation,Negotiation,Due Diligence,Contract Drafting/Deal Completion,Assisting in det
38、ermining the scope and procedure of due diligence(accounting, financial, legal and operating issues) Reviewing the due diligence findings to consider how these may impact the letter of intent and the contract drafting Managing exchange of sensitive information with potential sellers Following up and
39、 discussing with potential setters continuously,调查是评估和记录风险和其他因素,三次重要的调查,确定目标,初期调查,买价分析,标价/出函/意向书,进一步调查,买/卖协议,结束调查,完成,整合,Do the fundamentals work? Is there a strategic fit? Is the price in the “ball park”?,What are the critical risks? Which risks can be shifted from the buyer to the seller What are t
40、he opportunities to reduce the purchase price?,Any material adverse change Are closing conditions met? Any opportunities to reduce purchase price,Economic outlook of industry and local market Market dynamics Individual company performance and competitive position Earnings history and capacity for gr
41、owth Existence of undervalued tangible and intangible assets Pricing parameters and cash flow multiples Types of investors/acquirers and potential synergies Business risks Initial due diligence,The development of a supportable price should reflect the following:,估值,Strategic Review,Targets Search,Ta
42、rgets Approach,Assessment on Info Memorandum Compilation & Deal Structuring,Valuation,Negotiation,Advice on Due Diligence,Contract Drafting/Deal Completion,三种主要的评估方法,现金流折现法 (discounted cash flow method),三种主要的评估方法,市场比较法,The comparable company approach relies on an analysis of public companies similar
43、 to the subject company. This approach uses those comparable companies to develop relevant market multiples and ratios such as per-share earnings, earnings before interest and taxes (EBIT), revenues, and tangible book value. These multiples and values are then applied to the subject company. The adv
44、antage of this method is that the multiples recognize the macro and micro-economic factors currently impacting the banking industry and the market for its shares.,After careful examination of each method, the best suited approach or approaches are selected and used,成本法,This method involves identifyi
45、ng the more important business assets, and estimating the individual current market values of these assets. The individual asset values discussed previously would be used here. In a favorable economic and industry environment, the net asset value is less important than the resulting earnings to the
46、determination of the overall value.,Set up the negotiations strategy:,Step 7:谈判和公告,Strategic Review,Targets Search,Targets Approach,Assessment on Info Memorandum Compilation & Deal Structuring,Valuation,Negotiation,Advice on Due Diligence,Contract Drafting/Deal Completion,Closing the gap between the
47、 indicative offer and the client expectation Continuing throughout the process to refine the deal structure to meet the requirements of both purchaser and target Keeping target reminded of the attractions of our client as a purchaser rather than any other party Moving quickly when positions advantag
48、eous to our client are arrived,The definitive agreement will address the following issues :,Step 8:草拟合同和完成交易,Strategic Review,Targets Search,Targets Approach,Assessment on Info Memorandum Compilation & Deal Structuring,Valuation,Negotiation,Advice on Due Diligence,Contract Drafting/Deal Completion,S
49、olidifying key issues outlined in the letter of intent Amount payable and manner in which it is to be paid Cash & notes Stock Post closing adjustments Government and third party approvals,Representations and warranties Ancillary agreements CLOSING and documentation.,如何整合,Retention of key Senior and mid-level personnel Meeting aggressive deadlines Restructuring quickly with limited information Achieving tough f