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1、分 类 号学 号学校代码10487密 级 硕士学位论文并购中目标公司价值评估案例研究学位申请人： 学科专业：工商管理指导教师： 答辩日期：2011年12月Thesis Submitted in Partial Fulfillment of the RequirementsFor the Degree of Master of Finance in Enterprise AdministrationValuation of Target Firms in Mergers and Acquisitions:A Case StudyCandidate:Major:Enterprise Adminis
2、trationSupervisor :Huazhong University of Science and Technology Wuhan, Hubei 430074, P. R. China April, 2011摘 要兼并和并购是可以使企业迅速获得成功的捷径之一，如今，在企业发展壮大过程中，兼并和并购已经成为最常用的方式。 通过兼并企业可以超越对手获得竞争优势，获得更大的市场份额，进入更多领域的市场。企业也可藉此能提高管理运营效率，不仅提高了自己的竞争力，消费者也可获益。2011年5月10日微软公司（纳斯达克股票代码“MSFT”）与世界上最大的网络语音电话业务（）通讯公司公司联合宣布双方
3、已经签署协议，微软公司将以亿美元现金的代价从银湖（）等投资者手中收购公司。根据公司提交给证券交易所的报告，去年该公司营业额亿美元，实现净利润亿美元，累计亏损万美元。本论文论据架立在相关理论、理论性研究以及对未来不确定的假定之上。在分析贴现现金流模型和公司自由现金流模型 (FCFF)的基础上，本文意图逐步分析公司的固有价值，因为这家公司是一个私人公司，无法获得某些至关重要的信息。假设未来5年内SKYPE公司营业额每年增长19%，在10年内逐渐降低到4%，那么该公司达到稳定期之后的营运利润将与行业平均水平（27.5%）持平。研究表明即便从非常乐观的角度去评判，微软公司付出的代价还是超过了SKPYE
4、公司40亿美元的固有价值。本文研究了微软公司和SKYPE公司的协同增效价值，认为潜力巨大。本文没有注重采用传统的方式计算其协同价值，比如现金，税收优惠，财政协同价值等，因为这些方法不适合本案例。本文展望了微软公司将SKPYE整合进入微软的XBOX、KINECT、Xbox Live, Window手机操作系统、 Lync 、 Outlook等设备和系统之后的前景，微软将在Windows手机操作系统和Xbox & Kinect等两个市场有潜在机会。根据已有资料，本文同时对这些市场的前景进行了乐观地假设。关键词：合并与收购，内在价值，协同，Microsoft, Skype.AbstractMerge
5、rs and acquisitions have become the most popular used methods of growth for the company and its one of the best ways to make a shortcut to get the success. They create the larger potential market share and open it up to a more diversified market, increase competitive advantage against competitors. I
6、t also allows firms to operate more efficiently and benefit both competition and consumers. On May 10, 2011 Microsoft Corporation (Nasdaq: “MSFT”) and Skype Global announced that they have entered into a deal under which Microsoft will acquire Skype, the largest VoIP communication company, for $8.5
7、billion in cash from the investor group led by Silver Lake. Skype revenue totaling $860 million last year and operating profit of $264 million, the company lost $6.9 million overall, according to documents filed with the SEC. In this thesis, solving problems is based on relevant theories, theoretica
8、l research as well as some assumptions about future with uncertainty. Based on the literature review about discounted cash flow model, specifically Free Cash Flow to Firm model (FCFF), the purpose of the thesis is to provide an analysis of Skypes intrinsic value with specific steps. Especially, when
9、 the company you want to analyze is a private company with lack of assessing to essential or important information. Given that the continued revenue growth of 19% will be remained for the next 5 years and slowing down gradually to 4% in ten years. The operating margin of Skypes is given being equal
10、to the average industry (27.5%) after the company reaches to stable level. Research indicates that Microsoft overpaid for the Skypes intrinsic value with even a very optimistic view of point. The intrinsic value of Skype is just about $4 billion.Research was to provide the synergy value between Micr
11、osoft and Skype and realized that its kind of promisingly potential. Research didnt focus on the traditional ways to calculate the synergy value such as slack cash, tax benefits, and financial synergy because its not quite appropriate for this case study. This study envisions what will happen when S
12、kype integrated into Microsoft devices and system such as Xbox and Kinect, Xbox Live, the Window Phone operating system, Lync and Outlook. There are two potential opportunities for Microsoft in the Window Phone and Xbox & Kinect markets. Research also made some assumptions about what will happen in
13、these markets with optimistic view of point based on some information available. Key words: Mergers and Acquisitions, Intrinsic Value, Synergy, Microsoft, SkypeTable of Contents摘 要3Abstract41Introduction81.1Background81.2Research Purposes and Significance111.3Content and Methodology132Literature Rev
14、iew192.1Discounted Cash flow192.2Synergy Valuation222.3Extant Literature233An Introduction to Skype and Microsoft253.1Brief Profile of Skype253.2Brief Profile of Microsoft303.3M&As Process324Intrinsic Value334.1Cost of Debt334.2Cost of Equity384.3Market Betas424.4Cost of Capital474.5Assumptions474.6
15、Cash Flow to Firm515Synergy Value545.1Smartphone Industry555.2Xbox 360 Kinect + Skype = Magic585.3Benchmarks (proxies)61Conclusion62Acknowledgement63References64List of TablesTable 3.1: Balance Sheet Data27Table 3.2: Cash Flow Data27Table 3.3: Statement of Operation from 2006 to 201028Table 3.4: Adj
16、usted EBITDA29Table 3.5: Microsofts Financial Highlights30Table 4.1: A summary of the median ratios from 2006 to 200834Table 4.2: Default Spread and Interest Rate on Bond35Table 4.3: Calculating Skypes Cost of Debt based on the procedure above36Table 4.4: U.S. Treasury Yields (According to CNNMoney)
17、38Table 4.5: S&P Market Index and eBay Stock Price Data44Table 4.6: Inputs for WACC Model47Table 4.7: Growth in Users for Registered and Paying Users48Table 4.8 : Growth in Revenue and Adjusted EBIT49Table 4.9: Inputs for Free Cash Flow to Firm51Table 4.10: Free Cash Flow to Firm Forecast52Table 4.1
18、1: Intrinsic Value of Skype53Table 5.1: Worldwide Mobile Communications Device Open OS Sales to End Users by OS (Thousands of Units)55Table 5.2: Windows Phone vs. iOS vs. Android56Table 5.3: The Synergy Value between Microsoft and Skype in Smartphone Sector57Table 5.4: Hardware Annual Summary59Table
19、 5.5: Average Sales and Geometric Average of Xbox60Table 5.6: Market Share of X360 until 201560Table 5.7: Total Revenue until 201560List of FiguresFigure 1.1 Contents of Study13Figure 1.2 Evaluating the value of mergers and acquisitions14Figure 1.3 Firm Valuation Model16Figure 1.4 Synergy and Value1
20、7Figure 1.5 Methodology18Figure 3.1 Microsofts Equity Beta31Figure 4.1 Skypes Equity Beta43Figure 4.2 Registered Users and Paying Users481 Introduction1.1 BackgroundGlobalization is the worldwide trend of businesses expanding beyond the domestic boundaries. Companies, small or large, public or priva
21、te, are increasingly engaged in the international competition now. These things make the world is becoming one connected economy in which companies do business and compete anywhere with anyone, regardless of national boundaries. Due to the forces of globalization which have caused economies to becom
22、e integrated, there is a realization among firms that these traditional ways of achieving competitive advantage now have only limited profitability. As a result, mergers and acquisitions have become an increasingly popular strategic choice for organizations (Nahavandi and Malekzadeh, 1988; McEntrie
23、and Bentley, 1996; Zhu and Huang, 2007).A merger occurs when one corporation is combined with another corporation. All mergers are statutory mergers, since all mergers occur as specific formal transactions in accordance with the law, or statues, of the states where they are incorporated. A corporate
24、 acquisition is the process by which the stock or assets of a corporation come to be owned by a buyer. The transaction may take the form of a purchase of stock or a purchase of assets. Acquisition is the generic term used to describe a transfer of ownership. Merger is a narrow, technical term for a
25、particular legal procedure that may or may not follow an acquisition.The value of worldwide M&A totaled US$799.8 billion during the first quarter of 2011, a 54.7% increase from comparable 2010 levels and the strongest quarter for worldwide M&A since the second quarter of 2008. By number of deals, M&
26、A activity fell 4.9% compared to the last year with just over 9.600 announced deals. First quarter M&A activity was driven by deals over US$5 billion, which totaled US$331.5 billion and announced for 41.2% of quarterly activity, more than double activity seen during the first quarter of 2010.1.1.1 M
27、otives of Mergers and AcquisitionsThere are so many reasons to explain why corporation wants to choose Mergers and Acquisitions. Some main motives behind Mergers and Acquisitions: Traditionally, exploiting economies of scope and scale or taking advantage of market imperfections was deemed by firms a
28、 dominant way of achieving competitive advantage. As M&As are often seen as a means to acquire resources, advanced technology and managerial know-how, brand names and distribution networks, to complement ongoing internal product development, to reduce exposure to risks and to achieve economies of sc
29、ale. However, there is a realization among firms that these traditional ways of achieving competitive advantage now have only limited profitability. According to Porter (1985), the primary reason for M&A is to achieve synergy by integrating two business units in a combination that will increase comp
30、etitive advantage. The goals for many organizations converge around growth, diversification and achieving economies of scale (Cartwright and Cooper, 1993). In addition, obtaining a dominant position in the global market is also acknowledged to be another motive for organizations in choosing a merger
31、 or acquisitions.1.1.2 Possible Problems Associated with M&AsMergers and acquisitions have established a sound position as primary means to quickly achieve a growth in revenues. Driven by globalization in general and boundaries to organic development, which every company sooner or later faces, they
32、represent a valid strategic option. Mergers and acquisitions, although a common mean for attaining sustainable competitive advantages, seldom live up to the expectations and have failure rates up to 50 to 80 per cent (DePamphilis, 2005). After five years, 50 per cent of all acquisitions are perceive
33、d to be failures (Gancel et al., 2002).There are so many reasons that attribute to the high failure rates of Mergers and Acquisitions. According to Child et al. (2001, p. 22; Gancel et al., 2002) cultural differences between the acquired and the acquiring company are often covered insufficiently and
34、 can affect the achievement of potential benefits. Risberg (1997) states that culture is a very complex phenomenon with various dimensions and layers, which is not necessarily shared across an organization.Angwin (1999, cited in Child et al., 2002, p. 22) argues that “the post-acquisition phase () c
35、learly mediates as between pre-acquisition characteristics and post-acquisition performance. “No matter how attractive and promising the business opportunity is, the value has to be actively transferred and jointly applied in the new corporation in order to fully deploy the competitive advantage (Sa
36、lama et al., 2003). To meet this main challenge Galpin and Herndon (1999) identified three components of risk, namely the basic integration risk, the risk factors associated with organizational cultures and the capital-related risk.Moreover, McKinsey (1996) states that on average merged companies gr
37、ow 4 per cent less than their peers in the three following years. In conjunction with M&As a high turnover rate is likely to occur, especially that of top management and key employees. This loss of knowledgeable, trained and developed employees can degrade the value of the target company significant
38、ly.1.1.3 Creating added Value and OverpaymentThe general underlying reason for engaging in M&As is the potential value creation that is anticipated to occur. Salama (2003) observes that value creation is the most important target of a successful combination of operations. Synergies are often mention
39、ed as motives of mergers and refer to “the strategic and operational advantages that neither firm can achieve on its own”. Synergies occur in the form of operating, as well as financial synergies. Financial synergies exist if the cost of capital is lowered by the combination of financial structures.
40、 This can be achieved if, for instance, financial economies of scale are reached off if investment opportunities are matched better with internal funds. Operational synergies, on the other hand, can be gained by usage of economies of scale and scope, which, if executed properly, lead to improved ope
41、rating efficiency and improved results. These mean that if the acquiring companies have a high expectation on synergies between the acquiring company and the acquired company, they usually overpay for mergers and acquisitions.The overpayment hypothesis has been justified in existing literature using
42、 different arguments. In the first place, it has been proposed that the managers of the acquiring company tend to overpay because they overestimate the future profits to be derived from the operation (Roll, 1986). Secondly, the existence of several acquiring companies that compete for the target com
43、pany makes the premium go up as successive offers are made and causes the company that finally gains control to pay an excessively high price (Ruback, 1982). Finally, the existence of agency problems could cause the managers to pay a high price for an operation because they seek their own personal g
44、ain without taking into account the profits to be derived from the operation (Shleifer & Vishny, 1997). In this case, a high premium would be a sign of the existence of agency problems, which would have a negative effect on the valuation the market makes of the operation.1.1.4 Case StudyMicrosoft Co
45、rp and Skype Global S. r.l announced officially that they have just ended up agreement under which Microsoft will acquire Skype on Tuesday, May 10 2001, the leading Internet communications company, for $8.5 billion in cash. The agreement has been approved by the boards of directors of both Microsoft
46、 and Skype. This M&A activity is resulting in controversial discussions. Many analysts assume that Microsoft did overpay to acquire Skype, others think thats appropriate price for what Microsoft will receive from Skype in the future because of synergy valueOriginated from the price that Microsoft ha
47、ve already paid to acquire Skype, the author wants to study some methods to evaluate the valuation of the target firms in M&A and use it to calculate the intrinsic value and synergy value in this acquisition.1.2 Research Purposes and Significance1.2.1 Research PurposesValuation can be considered the
48、 heart of finance. Knowing what a company or a firm or an asset is worth and what determines that value is a perquisite for intelligent decision making in choosing investments for a portfolio, in deciding on the appropriate price to pay or receive in a merger and acquisition or a takeover and in mak
