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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Changes in ind
2、ustry 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 of the board当出价没有
3、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 practices合成效应Government
4、 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 types of business activity从事不相关业务
5、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 infrastructure and production technologiesTranscon
6、tinental 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 underwriters专业的承销人,1895-1904 并购运动,Success due t
7、o 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 exploitation of research研究的商业化,成功,Failure(Dewing,1953)Failure to mode
8、rnize plant and equipmentIncrease in overhead costsLack of flexibility due to large sizeInadequate supply of talent to manage large groups of plants,失败,End of first merger movementIn 1901,merger activity began downturn as some combinations failed to realize gainsIn 1903,economy went into recession I
9、n 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Motivating factorsProduct-extension IBM,General Foods,Allied Chemical产品的扩充Market-ext
10、ension 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 developmentsTransportation motor vehicles made both buyers and sellers more mobileCommunications national radio advertising facilitated
11、product differentiationMerchandising mass distribution with low profit marginsIncreased vertical integration due to advantages from technological economies or from reliability of input supplyEnd of second 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
12、 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 areas of interestAcquired firm characteristics small to medium-sized,operating in fragmented industries,o
13、r on periphery of major industries,并购双方特徵,Defensive diversification to avoid:Sales/profit instabilityUnfavorable growth prospectsAdverse competitive shiftsTechnological obsolescenceIncreased uncertainties in acquirers industry,激励因数,Examples:Aerospace industry wide fluctuations in market demand,large
14、 abrupt shifts in product mix,excess capacity aggravated by entry of firms from other industriesIndustrial machinery and auto parts sales instabilityRailway equipment,textiles,tobacco,movie distribution low growth prospects,例子,Other motivesSome mergers reflected personality of chief executive result
15、ing in noncore acquisitionsSome conglomerates were formed to imitate earlier conglomerates that appeared to have achieved high growth and high valuationsDifferential price/earnings(P/E)game No sound conceptual basis source of sell-offs in later yearsRise of management theory-good managers can manage
16、 anything,激励因数,End of conglomerate merger waveAntitrust lawsCongress began to move against conglomerate firms in 1968Suits filed by the Department of Justice arguing mutual forebearancePunitive tax lawsTax Reform Act of 1969 limited use of convertible debt to finance acquisitionsEPS would have to be
17、 calculated on a fully diluted basis as if debt had been converted into common stockDeclining stock prices,结束原因,交易的十年,1981-1989(the fourth movement),Motivating 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 suc
18、h 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 dealsTen largest transactions Exceeded$6 billion eachSummed to$126.1 billionTop 10 deals reflected changes in the industryFive involved oil companies i
19、ncreased price instability resulting from OPEC actionsTwo involved drug mergers increased pressure to reduce drug pricesTwo involved tobacco companies 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Financ
20、ial buyers私有化Arranged going private transactions 买多元化企业的一部份Bought segments of diversified firmsBustup acquisitions分割的部份整体Buyers would seek firms 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
21、 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 takeovers结束原因End of fourth merger waveGovernment actionsHighly publicized insider trading cases Passage of the Financial Institution Reform,Recovery,and Enforcement Act
22、(FIRREA)in1989Indictment of Michael Milken and bankruptcy of Drexel BurnhamDevelopment of powerful takeover defensesEconomic recession 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
23、市场的复苏Recovery of junk bond market as other investment banking firms moved in,Major driving forces技术TechnologyImpact of computer and software applicationsImpact of microwave systems and fiber optics on telecommunications industryImpact of the Internet creation of new industries and firms,changes in t
24、he nature and forms of competitive relationships全球化GlobalizationTechnological developments in transportation and communicationsEurope and other regions moving toward common markets,激励因数,法规解禁DeregulationMajor deregulations in financial services,telecommunications,energy,airlines,trucking,etc.Massive
25、reorganization of industries经济环境Economic EnvironmentRising stock pricesRising P/E ratiosLow interest rate levels付款方式Method of paymentPredominant use of stock-for-stock transactionsLess reliance on highly leveraged transactions,激励因数,Megamergers of the ninetiesTop ten transactions of all times occurre
26、d in 1998 and 1999Top ten deals of the nineties totaled about$700 billionSize of M&As in relation to level of economic activityFor period 1993-1999,M&As represented about 12%of GDPIn 1999,M&As represented 15%of GDPIn the eighties,M&As represented less than 4%of GDP,超大型的交易,并购的时机,Empirical evidence do
27、es not support merger waves 实证研究不支持并购浪潮理论Generalizations on major merger movementsEach 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
28、Low interest ratesFavorable term structures of interest rates风险盈价小Narrow risk premia,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 factorsInternationalization of marketsGlobalization of competitionAntimerger laws and regulations suc
29、h as in the UK and in EEC tightened in the 1980s,but M&A activity increased due 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 ind
30、ustry research and analysis on market size,market structures,key players,opportunities and barriers to entryetc.Assist in assessing corporate objectivesIdentify alternatives for achieving corporate objective and the preferred method of proceeding such as acquisition,joint venture or strategic allian
31、ce,Step 1:策略,Strategic Review,Targets Search,TargetsApproach,Assessment on InfoMemorandum 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,Target
32、s Search,Targets Approach,Assessment on InfoMemorandumCompilation&Deal Structuring,Valuation,Negotiation,Due Diligence,Contract Drafting/Deal Completion,worldwide network knowledge of active sellers in the companys industry Public and private databasesIndustry trade journals and organizations,The wh
33、ole contact process including:,Screening and prioritizing sellersInitiating contact with potential sellers on a confidential,no-name basisUsing network to access decision makers of potential sellers,Step 3:接触目标,Strategic Review,Targets Search,Targets Approach,Assessment on InfoMemorandumCompilation&
34、Deal Structuring,Valuation,Negotiation,Due Diligence,Contract Drafting/DealCompletion,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,ContractDrafting/DealCompletion
35、,As to Info Memo Offering analysis on investment memorandum 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)N
36、on-financial issues such as the extent of warranties and indemnities,treatment of employmentetc Tax structure,The due diligence process include:,调查,Strategic Review,Targets Search,Targets Approach,Assessment on Info MemorandumCompilation&Deal Structuring,Valuation,Negotiation,Due Diligence,Contract
37、Drafting/DealCompletion,Assisting in determining 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 wi
38、th potential sellers Following up and 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 t
39、he buyer to the seller What are the 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 Earn
40、ings history and capacity for growth 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,St
41、rategic Review,Targets Search,Targets Approach,Assessment on InfoMemorandumCompilation&Deal Structuring,Valuation,Negotiation,Advice on Due Diligence,Contract Drafting/DealCompletion,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 o
42、f public companies similar 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 subj
43、ect company.The advantage 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
44、involves identifying 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 ea
45、rnings to the 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 InfoMemorandumCompilation&Deal Structuring,Valuation,Negotiation,Advice on Due Diligence,ContractDrafting/DealCompletion,Closing the gap bet
46、ween the 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
47、advantageous 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 InfoMemorandumCompilation&Deal Structuring,Valuation,Negotiation,Advice on DueDiligence,Contract Drafting/DealCompletion,
48、Solidifying key issues outlined in the letter of intentAmount payable and manner in which it is to be paid Cash¬es Stock Post closing adjustmentsGovernment and third party approvals,Representations and warrantiesAncillary agreementsCLOSING and documentation.,如何整合,Retention of key Senior and mid-l
49、evel personnel Meeting aggressive deadlinesRestructuring quickly with limited informationAchieving tough financial targetsMaintaining adequate communicationManaging relocations and consolidations Regulatory compliance Accounting issuesEnsuring the integrity of Control and Reporting SystemsMerging a
50、variety of systems applications and architecturesDeveloping a network to support globalization,Broad and deep key executive involvement and shared vision of the future stateMobilization/SpeedDevelopment,implementation and management of overall communications planEncouraging and building buy-in;coach
