文档介绍：Irwin/McGraw-Hill
Chapter 22
Fundamentals of Corporate Finance
Third Edition
Mergers, Acquisitions, and Corporate Control
Brealey Myers Marcus
slides by Matthew Will
Irwin/McGraw-Hill
The McGraw-panies, Inc.,2001
Topics Covered
The Market for Corporate Control
Sensible Motives for Mergers
Dubious Reasons for Mergers
Evaluating Mergers
Merger Tactics
Leveraged Buy-Outs
Mergers and the Economy
The Merger Market
Proxy battle for control of the board of directors
Firm purchased by another firm
Leveraged buyout by a group of investors
Divestiture of all or part of the firm’s business units
Methods to Change Management
Recent Mergers
The Merger Market
Tools Used To panies
Proxy Contest
Acquisition
Leveraged Buy-Out
Management Buy-Out
Merger
Tender Offer
Sensible Reasons for Mergers
Economies of Scale
A larger firm may be able to reduce its per unit cost by using excess capacity or spreading fixed costs across more units.
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Reduces costs
Sensible Reasons for Mergers
Economies of Vertical Integration
Control over suppliers “may” reduce costs.
Over integration can cause the opposite effect.
Pre-integration (less efficient)
Company
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Post-integration (more efficient)
Company
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Sensible Reasons for Mergers
plementary Resources
Merging may results in each firm filling in the “missing pieces” of their firm with pieces from the other firm.
Firm A
Firm B
Sensible Reasons for Mergers
Mergers as a Use for Surplus Funds
If your firm is in a mature industry with few, if any, positive NPV projects available, acquisition may be the best use of your funds.
Dubious Reasons for Mergers
Diversification
Investors should not pay a premium for diversification since they can do it themselves.