M&A
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Catégorie :Category: nCreator TI-Nspire
Auteur Author: Diana.nt
Type : Classeur 3.0.1
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Mis en ligne Uploaded: 06/07/2025 - 13:04:21
Uploadeur Uploader: Diana.nt (Profil)
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Visibilité Visibility: Archive publique
Shortlink : https://tipla.net/a4783210
Type : Classeur 3.0.1
Page(s) : 1
Taille Size: 5.21 Ko KB
Mis en ligne Uploaded: 06/07/2025 - 13:04:21
Uploadeur Uploader: Diana.nt (Profil)
Téléchargements Downloads: 5
Visibilité Visibility: Archive publique
Shortlink : https://tipla.net/a4783210
Description
Fichier Nspire généré sur TI-Planet.org.
Compatible OS 3.0 et ultérieurs.
<<
CHAPTER I THE CONCEPT OF M&A 1. Key Definitions A merger is when two companies voluntarily come together to form a single, new entity. The goal is often to combine strengths, achieve synergies, and improve market performance. A real-life example of a merger is GlaxoWellcome and SmithKline Beecham forming GSK. An acquisition occurs when one company purchases another and gains control over it. The acquired company may become a subsidiary or be fully absorbed. For instance, Facebooks purchase of WhatsApp is a notable acquisition. 2. Types of M&A A horizontal merger involves companies in the same industry, often direct competitors. It aims to increase market share, reduce competition, and benefit from economies of scale. For example, Exxon and Mobil merged to create ExxonMobil. A vertical merger brings together companies at different stages of the supply chain. This type helps reduce costs, streamline operations, and improve supply chain control. Amazons acquisition of Whole Foods is a vertical merger, combining retail and distribution. A conglomerate merger combines companies in unrelated industries to diversify business activities and reduce risk. An example would be Berkshire Hathaway investing in various sectors. A friendly acquisition is one where the target companys management agrees to the purchase and cooperates. An example is Google acquiring YouTube. A hostile takeover happens when the target company resists the acquisition, and the acquiring company directly approaches shareholders or attempts to replace the board. Krafts takeover of Cadbury is a known example. 3. Motives for M&A M&A activity is often motivated by the desire for synergy , which means combining two companies to achieve more together than separately. Synergies can be cost-related, such as eliminating duplicate operations, or revenue-related, such as selling complementary products to a shared customer base. Another key motive is market expansion , which includes entering new geographical markets or gaining access to new customer segments. Diversification is another reason, especially in conglomerate mergers, where companies aim to reduce risk by entering unrelated sectors. Companies may also pursue M&A to gain access to technology or talent , accelerate innovation , or secure financial advantages such as tax benefits or improved credit capacity. CHAPTER II M&A DEAL STRUCTURING 1. Common Deal Types In an asset purchase , the buyer chooses specific assets from the target company, such as machinery, real estate, or patents. This approach avoids liabilities but is often legally and administratively complex. A stock purchase involves buying the shares of the target company, which includes both its assets and liabilities. Its quicker but riskier because the buyer takes on all obligations. A merger leads to the formation of a single entity, with assets and liabilities combined. It often requires approval from shareholders but may be easier to implement than an asset purchase. A tender offer is made directly to shareholders of a public company, usually at a premium, to persuade them to sell. This is often used in hostile takeovers. A leveraged buyout (LBO) is a deal financed largely by borrowed money, where the buyer uses the target companys future cash flows to repay the debt. A management buyout (MBO) happens when a company's managers purchase the company they run, usually with financial backing. 2. Stakeholders in M&A Deals The buyer initiates the deal, conducts due diligence, negotiates terms, and arranges financing. The buyers goal is to acquire the target at the lowest possible cost. The seller , often including the companys shareholders and management, is responsible for presenting accurate information and seeking the best valuation for the company. Advisors such as investment banks, lawyers, and consultants assist in structuring the deal, but may sometimes have their own incentives to close deals quickly. Regulators and governments ensure that the deal complies with legal and antitrust requirements. In some cases, especially for strategic industries, the government may block deals not aligned with national interests. 3. Valuation Methods In the asset-based approach , the companys value is determined by subtracting its liabilities from its assets and dividing by the number of shares. This is often used for funds or real estate trusts. The cost-based approach focuses on evaluating the net benefits of a project or acquisition over time. Key tools include Net Present Value (NPV), Internal Rate of Return (IRR), and Payback Period. If NPV is positive, IRR exceeds the cost of capital, and the payback period is reasonable, the deal may be financially justified. The market-based approach uses ratios to compare the target company with similar ones in the market. These include the Price-to-Earnings (P/E) ratio, which measures how much investors are willing to pay per euro of earnings; the Pric
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Compatible OS 3.0 et ultérieurs.
<<
CHAPTER I THE CONCEPT OF M&A 1. Key Definitions A merger is when two companies voluntarily come together to form a single, new entity. The goal is often to combine strengths, achieve synergies, and improve market performance. A real-life example of a merger is GlaxoWellcome and SmithKline Beecham forming GSK. An acquisition occurs when one company purchases another and gains control over it. The acquired company may become a subsidiary or be fully absorbed. For instance, Facebooks purchase of WhatsApp is a notable acquisition. 2. Types of M&A A horizontal merger involves companies in the same industry, often direct competitors. It aims to increase market share, reduce competition, and benefit from economies of scale. For example, Exxon and Mobil merged to create ExxonMobil. A vertical merger brings together companies at different stages of the supply chain. This type helps reduce costs, streamline operations, and improve supply chain control. Amazons acquisition of Whole Foods is a vertical merger, combining retail and distribution. A conglomerate merger combines companies in unrelated industries to diversify business activities and reduce risk. An example would be Berkshire Hathaway investing in various sectors. A friendly acquisition is one where the target companys management agrees to the purchase and cooperates. An example is Google acquiring YouTube. A hostile takeover happens when the target company resists the acquisition, and the acquiring company directly approaches shareholders or attempts to replace the board. Krafts takeover of Cadbury is a known example. 3. Motives for M&A M&A activity is often motivated by the desire for synergy , which means combining two companies to achieve more together than separately. Synergies can be cost-related, such as eliminating duplicate operations, or revenue-related, such as selling complementary products to a shared customer base. Another key motive is market expansion , which includes entering new geographical markets or gaining access to new customer segments. Diversification is another reason, especially in conglomerate mergers, where companies aim to reduce risk by entering unrelated sectors. Companies may also pursue M&A to gain access to technology or talent , accelerate innovation , or secure financial advantages such as tax benefits or improved credit capacity. CHAPTER II M&A DEAL STRUCTURING 1. Common Deal Types In an asset purchase , the buyer chooses specific assets from the target company, such as machinery, real estate, or patents. This approach avoids liabilities but is often legally and administratively complex. A stock purchase involves buying the shares of the target company, which includes both its assets and liabilities. Its quicker but riskier because the buyer takes on all obligations. A merger leads to the formation of a single entity, with assets and liabilities combined. It often requires approval from shareholders but may be easier to implement than an asset purchase. A tender offer is made directly to shareholders of a public company, usually at a premium, to persuade them to sell. This is often used in hostile takeovers. A leveraged buyout (LBO) is a deal financed largely by borrowed money, where the buyer uses the target companys future cash flows to repay the debt. A management buyout (MBO) happens when a company's managers purchase the company they run, usually with financial backing. 2. Stakeholders in M&A Deals The buyer initiates the deal, conducts due diligence, negotiates terms, and arranges financing. The buyers goal is to acquire the target at the lowest possible cost. The seller , often including the companys shareholders and management, is responsible for presenting accurate information and seeking the best valuation for the company. Advisors such as investment banks, lawyers, and consultants assist in structuring the deal, but may sometimes have their own incentives to close deals quickly. Regulators and governments ensure that the deal complies with legal and antitrust requirements. In some cases, especially for strategic industries, the government may block deals not aligned with national interests. 3. Valuation Methods In the asset-based approach , the companys value is determined by subtracting its liabilities from its assets and dividing by the number of shares. This is often used for funds or real estate trusts. The cost-based approach focuses on evaluating the net benefits of a project or acquisition over time. Key tools include Net Present Value (NPV), Internal Rate of Return (IRR), and Payback Period. If NPV is positive, IRR exceeds the cost of capital, and the payback period is reasonable, the deal may be financially justified. The market-based approach uses ratios to compare the target company with similar ones in the market. These include the Price-to-Earnings (P/E) ratio, which measures how much investors are willing to pay per euro of earnings; the Pric
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