Paper-18: Business Valuation Management
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Adjusted Present Value
Adjusted Present Value A study on the properties, functioning and applicability of the adjusted present value company valuation model Author: Sebastian Ootjers BSc Student number: 0041823 Master: Industrial Engineering & Management Track: Financial Engineering & Management Date: September 26, 2007 Supervisors (University of Twente) ir. H. Kroon prof. dr. J. Bilderbeek Supervisors (KPMG) dr. J. Weimer drs. F. Siblesz Educational institution: University of Twente Department: FMBE Company: KPMG Corporate Finance ABCD Foreword This research report is the result of five months of research into the adjusted present value company valuation model. This master thesis serves as a final assignment to complete the Master Industrial Engineering & Management (Financial Engineering & Management Track). The research project was performed at KPMG Corporate Finance, located in Amstelveen, from May 21, 2007 up until September 28, 2007, under supervision of Jeroen Weimer (Partner KPMG Corporate Finance), Frank Siblesz (Manager KPMG Corporate Finance), Jan Bilderbeek (University of Twente) and Henk Kroon (University of Twente). The subject of this master assignment was chosen after deliberation with the supervisors at KPMG Corporate Finance on the research needs of KPMG Corporate Finance. It is implicitly assumed in this research report that the reader has been educated or is active in the field of corporate finance. It is also assumed that the reader is aware of existence of (company) valuation as part of the corporate finance working field. Any comments, questions or remarks that come forth from reading this research report can be directed to me through the contact information given below. The only thing remaining is to wish the reader a pleasant time reading this report and to hope that this report provides the reader with a clear insight in the adjusted present value model. -
Mergers & Acquisitions
MERGERS & ACQUISITIONS INTRODUCTION Why merge? Why sell? 1. A division of a company might no longer fit into larger corp’s plans, so corp sells division 2. Infighting between owners of corp. Sell and split proceeds 3. Incompetent management or ownership 4. Need money 5. Business is declining 6. Industry-specific conditions 7. Economies of scale BASIC DEFINITIONS: MERGER: Owners of separate, roughly equal sized firms pool their interests in a single firm. Surviving firm takes on the assets and liabilities of the selling firm. PURCHASE: Purchasing firm pays for all the assets or all the stock of the selling firm. Distinction between a purchase and a merger depends on the final position of the shareholders of the constituent firms. TAKEOVER: A stock purchase offer in which the acquiring firm buys a controlling block of stock in the target. This enables purchasers to elect the board of directors. Both hostile and friendly takeovers exist. FREEZE-OUTS (also SQUEEZE-OUTS or CASH-OUTS): Transactions that eliminate minority SH interests. HORIZONTAL MERGERS: Mergers between competitors. This may create monopolies. Government responds by enacting Sherman Act and Clayton Act VERTICAL MERGERS: Mergers between companies which operate at different phases of production (e.g. GM merger with Fisher Auto Body.) Vertical mergers prevents a company from being held up by a supplier or consumer of goods. LEVERAGED BUYOUTS (LBOs): A private group of investors borrows heavily to finance the purchase control of an ongoing business. RECAPITALIZATIONS: Does not involve the combination of two separate entities. Here, a firm reshuffles its capital structure. In a SWAP, the corp takes back outstanding equity stocks in return for other types of securities (usually long term bonds or preferred stock) RESTRUCTURINGS: This term refers to a corporation’s changing form to downsize their operations. -
Boston University Journal of Science & Technology
4 B.U. J. SCI. & TECH. L. 1 January 23, 1997 Boston University Journal of Science & Technology Law Symposium Financing the Biotech Industry: Can the Risks Be Reduced? Ronald Cass, Joshua Lerner, Farah H. Champsi, Stanley C. Erck, Jonathan R. Beckwith, Leslie E. Davis, Henri A. Termeer Table of Contents Speeches..........................................................................................................................[1] Dean Ronald Cass.............................................................................................[1] Joshua Lerner....................................................................................................[2] Farah Champsi..................................................................................................[8] Stanley Erck.....................................................................................................[18] Jonathan Beckwith.........................................................................................[24] Leslie Davis......................................................................................................[37] Henri Termeer.................................................................................................[47] Question and Answer Session..................................................................................[60] Financing the Biotech Industry: Can the Risks Be Reduced?† Jonathan R. Beckwith, Farah H. Champsi, Leslie E. Davis,* Stanley C. Erck, Joshua Lerner, Henri A. Termeer Dean Ronald Cass: 1. The biotechnology -
Intra-Year Cash Flow Patterns: a Simple Solution for an Unnecessary Appraisal Error
Intra-year Cash Flow Patterns: A Simple Solution for an Unnecessary Appraisal Error By C. Donald Wiggins (Professor of Accounting and Finance, the University of North Florida), B. Perry Woodside (Associate Professor of Finance, the College of Charleston), and Dilip D. Kare (Associate Professor of Accounting and Finance, the University of North Florida) The Journal of Real Estate Appraisal and Economics Winter 1991 Introduction The appraisal and academic communities have spent much time and effort in recent years developing and refining appraisal techniques to make them as theoretically correct and practically applicable as possible. As a result, income appraisal techniques such as discounted cash flow and capitalization of earnings are commonly used in the appraisal of income producing real property and closely held businesses. These techniques are theoretically sound and have become the primary valuation methods for many appraisers. However, the high degree of difficulty of forecasting future revenues, expenses, profits and cash flows result in some unavoidable application problems. Actual results almost always deviate from forecasts to some degree because of unforeseeable events and conditions, changing relationships between costs and revenues, changes in government policy and other factors. Many of these problems are unavoidable and the appraiser’s task is to limit errors as much as possible through analysis. Whatever their theoretical soundness, there is one error built into most appraisal tools as they are commonly applied. This error concerns the intra-year timing of cash flows and returns. Appraisal techniques such as capitalization of earnings, Ellwood formulae and discounted cash flow as they are most often applied inherently assume that income or cash flows occur at the end of each year. -
Investment Appraisal: a Critical Review of the Adjusted Present Value (APV) Method from a South African Perspective
Investment appraisal: A critical review of the adjusted present value (APV) method from a South African perspective APienaar Abstract Since first developed by S C Myers, the adjusted present value (APV) approach has gained wide recognition as an acceptable method of discounting cash flows. Although a number of assumptions have to be made, there is merit in using the APV method as an alternative to the NPV method of project appraisal. The purpose of this article is to evaluate the appropriateness of the APV method for investment appraisal purposes in the South African context. The major advantage of the APV method is that it separates the NPV rendered by the project if it were aU-equity financed, from the side-effects of financing. This allows the advantage of project specific financing to be taken into account in a very direct way when a project is evaluated, which is especially helpful when the weight or cost of financing differs from the rest of the company. Within the South African context, and specifically against the background of South African taxation legislation, certain principles underlying APV is questionable. The major point of critique is that the existence of the tax shield under South African taxation legislation is not proven. The second point of critique is that the different formulae used to determine the Ku, the cost of equity in an ungeared project, only render the same answer when the cost of debt is equal to the risk-free rate. In this regard a suggestion is made to adjust Ku for the premium on the risk-free rate in the case where the cost of debt exceeds the risk-free rate. -
Real Options
1 CHAPTER 8 REAL OPTIONS The approaches that we have described in the last three chapters for assessing the effects of risk, for the most part, are focused on the negative effects of risk. Put another way, they are all focused on the downside of risk and they miss the opportunity component that provides the upside. The real options approach is the only one that gives prominence to the upside potential for risk, based on the argument that uncertainty can sometimes be a source of additional value, especially to those who are poised to take advantage of it. We begin this chapter by describing in very general terms the argument behind the real options approach, noting its foundations in two elements – the capacity of individuals or entities to learn from what is happening around them and their willingness and the ability to modify behavior based upon that learning. We then describe the various forms that real options can take in practice and how they can affect the way we assess the value of investments and our behavior. In the last section, we consider some of the potential pitfalls in using the real options argument and how it can be best incorporated into a portfolio of risk assessment tools. The Essence of Real Options To understand the basis of the real options argument and the reasons for its allure, it is easiest to go back to risk assessment tool that we unveiled in chapter 6 – decision trees. Consider a very simple example of a decision tree in figure 8.1: Figure 8.1: Simple Decision Tree p =1/2 $ 100 -$120 1-p =1/2 Given the equal probabilities of up and down movements, and the larger potential loss, the expected value for this investment is negative. -
Acquisitions Driven by Stock Overvaluation: Are They Good Deals? Fangjian FU Singapore Management University, [email protected]
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by Institutional Knowledge at Singapore Management University Singapore Management University Institutional Knowledge at Singapore Management University Research Collection Lee Kong Chian School Of Lee Kong Chian School of Business Business 8-2011 Acquisitions Driven By Stock Overvaluation: Are They Good Deals? Fangjian FU Singapore Management University, [email protected] Leming LIN University of Florida Micah OFFICER Loyola Marymount University Follow this and additional works at: https://ink.library.smu.edu.sg/lkcsb_research Part of the Corporate Finance Commons, and the Finance and Financial Management Commons Citation FU, Fangjian; LIN, Leming; and OFFICER, Micah. Acquisitions Driven By Stock Overvaluation: Are They Good eD als?. (2011). European Finance Association Meeting, 17-20 August 2011. Research Collection Lee Kong Chian School Of Business. Available at: https://ink.library.smu.edu.sg/lkcsb_research/3157 This Conference Paper is brought to you for free and open access by the Lee Kong Chian School of Business at Institutional Knowledge at Singapore Management University. It has been accepted for inclusion in Research Collection Lee Kong Chian School Of Business by an authorized administrator of Institutional Knowledge at Singapore Management University. For more information, please email [email protected]. Acquisitions Driven by Stock Overvaluation: Are They Good Deals?* Fangjian Fu Singapore Management University Lee Kong Chian School of Business -
Lecture 4 (Notes by Leora Schiff) 15.649 - the Law of Mergers and Acquisitions (Spring 2003) - Prof
Lecture 4 (Notes by Leora Schiff) 15.649 - The Law of Mergers and Acquisitions (Spring 2003) - Prof. John Akula Types of Acquisitions Governed by state law: 1. Delaware a. Flexible for corporate managers b. Body of precedent 2. California a. Other end of spectrum – heavy regulations I. Statutory Merger/Consolidation A. Stock Swap Statutory Merger 1. B merges into A 2. A and B merge into C – consolidation 3. stock-for-stock merger a. shareholders of B get stock in A (or C) b. A or C absorbs assets and liabilities of B corp c. Tax free - Type A reorganization B. Cash-out Statutory Merger 1. shareholders of B receive cash, debentures or non-voting equity 2. Taxable merger C. Procedure for Statutory Merger a. BOD both A and B pass resolution approving Agreement of Merger b. A and B shareholder vote - majority of outstanding shares entitled to vote must ratify agreement c. Certificate of Merger filed with DE Secy of State to become effective on date specified d. On date, reps. of both corporations meet and close transaction D. Three Exceptions to Voting Procedures 1. small-scale merger exception 2. parent-sub merger exception 3. holding company exception E. Conditions for Closing 1. Material Adverse Condition clause – depending on terms, could choose not to close. 1 II. Asset Acquisition A. Cash-for-Assets Acquisition 1. Taxable transaction 2. A can select assets and liabilities of B 3. A shareholders do not vote on asset acquisition 4. B shareholders are cashed out 5. A corp. gets new basis in B assets based on allocation of purchase price B. -
The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-Natural Experiment*
The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-natural Experiment* Nishant Dass Georgia Institute of Technology Email: [email protected] Sheng Huang Singapore Management University Email: [email protected] Johan Maharjan Rensselaer Polytechnic Institute Email: [email protected] Vikram Nanda University of Texas at Dallas Email: [email protected] May 2016 *We thank Itay Goldstein, Todd Gormley, Jarrad Harford, and seminar participants at Singapore Management University and Tshinghua University for helpful comments. All remaining errors are our own. The Role of Stock Liquidity in Mergers and Acquisitions: Evidence from a Quasi-natural Experiment Abstract We examine how stock liquidity – of both acquirers and targets – affects acquisitions. We contend, relying on a simple model, that liquidity enhances acquirer stock value as an acquisition currency, especially when target stock is less liquid. Supportive of this acquisition-currency hypothesis: greater acquirer (lower target) liquidity increases acquisition likelihood and payment with stock, reduces acquisition premium, and improves acquirer announcement returns in equity deals. Our identification strategy relies on the exogenous variation in stock liquidity induced by changes in the composition of Russell-1000/2000 indices to establish causality. Consistent with the beneficial role of stock liquidity, firms take steps to improve stock liquidity prior to acquisitions. JEL classification: G30, G34 Keywords: Stock liquidity, mergers and acquisitions, Russell index reconstitution “The Covance board also discussed with Goldman Sachs [its financial advisor] the liquid market for LabCorp stock, which would allow Covance stockholders to either keep or trade the stock portion of the consideration.” From Board of Directors of Covance Inc. -
Bfm Sem – Vi Corporate Restructuring
BFM SEM – VI CORPORATE RESTRUCTURING Multiple Questions:- 1. _________ merger involves firm engaged in unrelated types of activities. a. Vertical b. Horizontal c. Conglomerate d. Demerger 2. When existing company is dissolved to form few new companies, it is called as ________ a. Sin off b. Split off c. Split up d. All of the above 3. __________means an acquirer takes over the control of the target company. a. Joint Venture b. Takeover c. Disinvestment d. Demerger 4. The ___________means changing the structure of an organization such as reducing the hierarchical levels. a. Financial Restructuring b. Organizational Restructuring c. Corporate Restructuring d. All of the above 5. ________parties work together or a single project for a finite period of time. a. Strategic Alliance b. Joint Venture c. Disinvestment d. Franchising 6. __________means the action of an organization or government selling or liquidating an asset or subsidiary. a. Merger b. Joint Venture c. Takeover d. Disinvestment 7. __________ is an arrangement whereby the assets of two or more companies come under the control of one company. a. Merger b. Buyout c. Joint Venture d. Demerger 8. ________may be defined as an arrangement where one party grants another party the right to use trade name. a. Alliance b. Franchising c. Slump sale d. Joint Venture 9. ________merger is a merger of two or more companies that compete in the same industry. a. Vertical b. Horizontal c. Co generic d. Conglomerate 10. ____________ helps a firm to grow and expand. a. Corporate Restructuring b. Merger c. Takeover d. Demerger 11. In _________, company distributes its shareholding in subsidiary to its shareholders thereby not changing the ownership pattern. -
S&P DJI's Equity Indices Policies and Practices Methodology
Equity Indices Policies & Practices Methodology August 2021 S&P Dow Jones Indices: Index Methodology Table of Contents Introduction 4 Overview 4 Corporate Action Treatment by Index Categorization 4 Additions and Deletions 5 Mandatory Events 6 Mergers & Acquisitions 6 Reverse Mergers/Takeovers 6 Spin-Offs 7 Treatment of Spin-Offs in Market Capitalization Indices 7 Treatment of Spin-Offs in Certain Non-Market Capitalization Indices 8 Rights Offerings (or “Rights Issues”) 9 S&P DJI’s Calculation of Rights Offerings 9 Non-Market Capitalization Weighted Indices 11 Warrants, Options, Partly Paid Shares, Convertible Bonds, and Other Ineligible Securities & Share Types 11 Non-Mandatory Share and Investable Weight Factor (IWF) Updates 13 Accelerated Implementation Rule 13 Exception to the Accelerated Implementation Rule 13 Announcement Policy 14 IWF Updates 14 Share Updates 15 Rebalancing Guidelines – Share/IWF Reference Date & Freeze Period 15 Certain Share Types and Designations 16 Multiple Share Classes 16 Designated Listings 16 Depositary Receipt Shares 17 Brazil Units 17 Dividends, Stock Splits, and Consolidations 18 Dividends 18 Regional Variations in the Treatment of Cash Dividends 19 Post Ex-date Dividend Adjustment 21 Foreign Exchange Conversions for Dividends 21 Multiple Dividend Distributions on a Single Day 22 S&P Dow Jones Indices: Equity Indices Policies & Practices 1 Dividend Not Quoted Ex by the Exchange 22 Bonus Issues of Shares Not Entitled To Cash Dividend 22 Total Return and Net Return Indices 22 Stock Split and Consolidation -
Two Essays on Media Connections and Corporate Finance Policies
TWO ESSAYS ON MEDIA CONNECTIONS AND CORPORATE FINANCE POLICIES by Md Miran Hossain A Dissertation Submitted to the Faculty of College of Business In Partial Fulfillment of the Requirements for the Degree of Doctor of Philosophy Florida Atlantic University Boca Raton, FL August, 2018 Copyright 2018 by Md Miran Hossain ii ACKNOWLEDGEMENTS I am highly grateful to my dissertation chair Dr. David Javakhadze for his supervision throughout the doctoral program. He has persistently encouraged me to work on high quality research projects. I feel blessed to have such an extraordinary scholar as my supervisor, mentor, instructor, and role model. Without his guidance and help this dissertation would not have been possible. I would also like to thank Dr. Luis Garcia- Feijoo for his invaluable advice and direction. His feedbacks were instrumental in shaping my dissertation. Besides, I have learnt a lot from his courses and I thank him for his outstanding leadership in the finance PhD program. I am thankful to my other committee member, Dr. Daniel Gropper, for his advice and encouragement. I greatly appreciate his time despite his extremely busy schedule. My sincere appreciation goes to the other faculty members of the finance department. I am thankful to Dr. Anna Agapova for her investments seminar class and collaboration in multiple research projects. Working with her has broadened my research agenda. I would like to thank Dr. Anita Pennathur for her capital markets seminar as her course furthered my understanding of research on financial markets. I am also grateful to Dr. Zarruk, Dr. Cole and other professors for creating a supportive environment in the department.