...VALUATION AND ACQUSITION VALUATION AND ACQUISITION OF “TARGET COMPANY” LIMITED BY “INVESTOR” LIMITED BY: AKINTOYE AKINDELE DBA PROGRAM INTERNATIONAL SCHOOL OF MANAGEMENT DECEMBER 2011 INTRODUCTION CONTEXT This report reviews the investment/acquisition rationale, valuation (assumptions and methodology), negotiation and post acquisition events of the acquisition of 100 percent of the equity of “Target Company” limited by “Investor” Limited. While the names of acquiring and selling companies have been changed to Investor Limited and Target Company limited respectively for confidential reasons, the information and events here are factual and all the exhibits represent actual financial information of both companies especially Target Limited. BACKGROUND & BUSINESS OVERVIEW OF TARGET Target Limited is an aluminium continuous casting and cold rolling mill located in Ghana. The company was set up to implement the fourth processing leg of the proposed integrated aluminium industry for Ghana which comprised; bauxite mining – First leg, refining bauxite into alumina – Second leg, smelting alumina into raw aluminium ingots – Third leg and processing the ingots into flat rolled product – Fourth leg and Target’s business. The company was incorporated as a private company and granted license to commence business on 24th February, 1978 and 22nd March, 1978 respectively. Target was later converted into a public company on 28th May, 1996 and was listed on the Ghana Stock Exchange...
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...Merger: Valuation Process and Evaluation of Financial Performance in case of United Insurance Company and Shama Plc By: Jemaneh Bayou January 2008 Advisor: Abebe Yitayew (Asst. Professor.) A PROJECT PAPER SUBMITTED TO THE SCHOOL OF GRADUATE STUDIES OF ADDIS ABABA UNIVERSITY IN PARTIAL FULFILLMENTS OF THE REQUIREMENTS FOR THE DEGREE OF MASTER OF SCIENCE IN ACCOUNTING AND FINANCE ADDIS ABABA UNIVERSITY SCHOOOL OF GRADUATE STUDIES Faculty of Business & Economics Department of Accounting & Finance Merger: Valuation Process and Evaluation of Financial Performance in case of United Insurance Company and Shama Plc By Jemaneh Bayou Hailu January 2008 Approved by board of examiners Asst. Professor Abebe Yitayew Advisor Examiner ___________________ Signature ___________________ Signature Examiner ___________________ Signature Statement of Certification This is to certify that Jemaneh Bayou has carried out his project work on the topic “Merger: Valuation Process and Evaluation of Financial Performance in case of United Insurance Company and Shama Plc” under my supervision. In my opinion, this work qualifies for submission in partial fulfillment of the requirements for the award of Degree of Masters of Science in Accounting and Finance. Signature________________ Abebe Yitayew (Asst.Professor) Project Advisor Statement of Declaration I declare that this project work is my original work. It has not been submitted for any degree/Diploma in any University. I have undertaken...
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...phenomenon, privatization and liberalization of the economies. The volume of cross border mergers has increased over the period from 23% of total merger volume in 1998 to 45% in 2007. Cross border mergers provide another dimension to domestic mergers because of cultural or geographic differences, government related differences, imperfect integration of the capital markets, changes in exchange rate and stock market valuations in local currency. A parallel literature to that on cross-border mergers concerns FDI. In this paper, we focus our empirical work on mergers and acquisitions rather than all FDI due to data quality. FDI contains components other than investment such as inter-company loans and retained earnings. As per the journal, the merger sample includes deals announced between the period 1998 and 2007. The total sample was of 187,841 mergers covering 48 countries. Out of this, 56,978 were cross border mergers with a total transaction value of $2.21 trillion and majority involved private firms outside of the United States. The results showed that univariate comparisons of pre-mergers performance outperform targets by all measures. Mergers generally occur when the managers of an acquiring firm perceive that the value of the combined firm is greater than the sum of the values of the separate firms. This can occur because of reasons like...
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...University of Pennsylvania ScholarlyCommons Wharton Research Scholars Journal 5-1-2006 Valuation of Venture Capital Securities: An Options Based Approach A. Lloyd Thomas University of Pennsylvania This paper is posted at ScholarlyCommons. http://repository.upenn.edu/wharton_research_scholars/36 For more information, please contact repository@pobox.upenn.edu. Wharton School Valuation of Venture Capital Securities: An Options Based Approach Disciplines Business | Finance and Financial Management This journal article is available at ScholarlyCommons: http://repository.upenn.edu/wharton_research_scholars/36 Valuation of Venture Capital Securities 1 Valuation of Venture Capital Securities An Options Based Approach Wharton Research Scholars 2005-2006 Investigator: A. Lloyd Thomas Supervising Professor: Dr. Raffi Amit Copyright © A. Lloyd Thomas, 2006 Valuation of Venture Capital Securities 2 Table of Contents Table of Contents................................................................................................................ 2 Introduction......................................................................................................................... 3 Venture Capital Financing Negotiations......................................................................... 3 Venture Capital Securities .............................................................................................. 6 Common Stock...
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...CASES IN FINANCIAL MANAGEMENT SYLLABUS FIN 522 Professor James A. Gentry Cases In Financial Management 343M Wohlers Hall Spring Semester 2009 333-7995 2043 BIF j-gentry@uiuc.edu Office Hours: 10:30 a.m. to 11:45 a.m. on Mon. and Wed/. or by Appointment I. Teaching Objectives Financial decision making cases are used to… • Create a highly interactive learning environment; • Learn about the application of financial management and credit analysis concepts; • Discover what you do not know about the practice of financial management; • Show what you have learned; • Highlight the relationships between strategic goals and the creation of firm value; • Develop techniques for interpreting a firm’s financial data and strategic plans; • Enhance your critical thinking and problem solving skills; • Expand your understanding of financial theory and its application; • Improve your listening and cooperative learning skills. II. Learning Promises At the end of this course your will be able to… • Think like a financial manager; • Interpret a company’s financial health by evaluating the performance...
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...M&A Project Table of Contents 1. Executive Summary 1 2. Introduction 2 2.1. History 2 2.2. Company structure 3 2.3. Products 4 2.4. Stock analysis 4 2.5. Competitors 5 2.6. Industry and Economic Trends Analysis 6 3. SWOT Analysis 7 4. Valuation 11 4.1. Weighted Average Cost of Capital 11 4.1.1. Re: Cost of Equity 12 4.1.2. Rd * (1-Tc): Cost of Debt 14 4.2. Pro Forma Forecasting 16 4.3. Discounted Cash Flow Valuation 19 4.4 Earning Valuation 21 4.5 Relative P/E Ratio Model 23 4.6 Synergy 26 5. Outcome and process of negotiations 28 6. References 30 7. Appendices 31 Executive Summary The purpose of this paper is to evaluate and negotiate an acquisition of Jos. A Bank by Men’s Wearhouse. The first step of this process is to use fundamental analysis to value the equity per share value of Jos. A Bank. The second step is to value the synergy between Men’s Wearhouse and Jos. A Bank to estimate the value that would be added to Men’s Wearhouse if they were to acquire Jos. A Bank. Lastly, the paper will address the process of the negotiation with Jos. A Bank management for the proposed acquisition and the ultimate outcome of the process. The North American Industry Classification System (NAICS) classifies Men’s Wearhouse as a clothing and clothing accessories store and this subsector of the retail industry has approximately 2.5 million employees. The firm was founded by George Zimmer in 1973 in...
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...of the company. The target company for this paper will discuss and analyze is Serene Juices Ltd, in order to analyze the company’s financial position the paper will analyze the profitability, investment return, gearing, financial liquidity and business financial risk of this company. 1. Profitability: By calculate the dates blew from the formula to discuss the profitability of the company by ratio analysis. Year | 2009 | 2010 | 2011 | | £’000 | £’000 | £’000 | Operation profit before interest and taxation | 2,855 | 2,015 | 1,892 | Profit after taxation | 1,989 | 1,381 | 1,315 | Net asset | 22,380 | 23,761 | 25,076 | Non-current liabilities | 2,100 | 1,800 | 1,500 | Gross profit | 7,640 | 7,080 | 7,350 | Revenue | 28,900 | 29,800 | 31,600 | Equity and reserves | 22,380 | 23,761 | 25,076 | The Return on Capital Employed ratio calculates as: ROCE = Operating profit before interest and taxation / Shareholders funds plus longer-term borrowing; Return on Equity ratio calculates as: ROE = Net income / Total shareholders’ funds; Gross Profit Margin ratio calculates as: GPM = Gross profit / Revenue; Net Profit Margin ratio calculates as: NPM = Operating profit before interest and taxation / Revenue. By using these formulas can get the table 1 below. Year | 2009 | 2010 | 2011 | | % | % | % | ROCE | 11.7 | 7.9 | 7.1 | ROE | 8.9 | 5.8 | 5.2 | GPM | 26.4 | 23.8 | 23.3 | NPM | 9.9 | 6.8 | 6.0 | That the return on capital employed (ROCE) indicates...
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...impact on valuations based on multiples. It broadly describes the need for relative valuation which is increasingly used in assessing individual business or corporations. On a theoretical level, it captures the advantages and shortcomings of multiples. It also describes why the multiples differ from one institution in one sector to another whilst addressing the factors that cause the anomalies. In addition it highlights what the value drivers are behind the multiples and the significant role they play in arriving at multiples. Alongside the paper also details how these value drivers are systematically aligned in producing results. It emphasizes largely on enterprise valuation, and the different methods used in Enterprise valuation, formulas and application. The basic conclusion is that multiples nearly always have broad dispersion, which is why valuations performed using multiples may be highly debatable. 1. Introduction Valuation is the process of determining the current worth of an asset or a company in the financial aspect. There are many techniques that can be used to determine value, some of which might be subjective and the others objective. Judging the contributions of a company's management would be more of a subjective valuation technique, while calculating intrinsic value based on future earnings would be an objective technique. However, this paper will exclusively focus on valuation with multiples which is based on the method of relative valuation. 2. Literature...
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...Executive Summary The primary purpose of this paper is to examine the various valuation factors that affect the financial performance of a particular company. This paper also includes research which involves a current literature review about the possible causes of both positive and negative outcomes of a company’s financial performance. The methodology used is qualitative research. The major findings entail that the nature of the business and its history is the greatest factor that most likely should be the central focus of the business itself. It can then be realized that the company’s value can be best assessed once it is determined that it has stayed in the industry for a long period of time. Introduction The business industry, above all else, is considerably one of the most complicated sectors of the economy. Nonetheless, businesses are, up to the extent, concentrated on providing the best to their customers and at the same time, on performing well in the market. So to say, the primary goal of any company is to become globally competent and successful in the industry. This objective is what mostly keeps the companies driven to continuously improve itself, its processes, its products and its services. In light with all of this, the value of companies is chiefly influenced by several factors. These factors somehow contribute to the outcomes of the financial performance of the company. More than that, these aspects are deemed to be the most important that every...
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...Information Paper ACKNOWLEDGEMNTS: The Publisher would like to express its thanks to Estates Gazette, the South Bank University and Jones Lang Wooten for permission to reproduce definitions taken from The Glossary of Property Terms (Estated Gazette, 1989). Please note: References to the masculine include, where appropriate, the feminine. Published by RICS Business Services Limited, a wholly owned subsidiary of The Royal Institution of Chartered Surveyors, under the RICS Books imprint Surveyor Court Westwood Business Park Coventry CV4 8JE UK No responsibility for loss occasioned to any person acting or refraining from action as a result of the material included in this publication can be accepted by the author or publisher. ISBN 0 85406 802 3 © RICS May 1997. Copyright in all or part of this publication rests with the RICS, and save by prior consent of the RICS, no part or parts shall be reproduced by any means electronic, mechanical, photocopying, recording or otherwise, now known or to be devised. Reprinted 2001 Printed by Quorn Litho Contents Information Papers Executive Summary Preface 1 1.1 1.2 1 .3 2 2.1 2.2 2.3 3 3.1 3.2 3.3 3.4 3.5 4 4.1 4.2 4.3 4.4 5 5.1 5.2 6 6.1 6.2 6.3 7 7.1 7.2 7.3 8 8.1 8.2 8.3 4 5 7 Valuation and Calculation of Worth A discussion of the role of the valuer and the distinction between valuation, appraisal and calculation of worth. Introduction Valuation and Calculation...
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...value Nicole Arends, Jenny Feng, Laura Tromp & Zilha Wever FHTMS University of Aruba Mr. Don Taylor Corporate Finance FTS 2415 March 26, 2013 Introduction This Corporate Finance paper focuses on analyzing the challenges that Northampton Group Inc. (NGI) is facing as it tries to increase shareholder value. In the case study it is stated by the firm’s major shareholders, that they believe NGI is currently undervalued. In connection with this, the management of NGI is considering several means of increasing the shareholders value. Due to difficult economic conditions resulting from the Global Economic Crisis, there are both many opportunities as well as many risks to the alternatives that NGI’s management is considering. This paper will provide both the opportunity to use different valuation methods that will determine the value of the assets of NGI, as well as a discussion of different possible alternatives to increase shareholder value. Furthermore alternative solutions for NGI’s problem will be provided. NGI needs to elaborate by starting an active acquisition strategy or re-organizing its corporate structure with either an updated capital structure or converting to a real estate income trust. The last part of this paper will conclude with several remarks and recommendations for the Chief Financial Officer of Northampton Group Inc., Mr. Patel. These final analyses will undertake in maximizing NGI’s shareholder value. Corporate Mission ...
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...1 The Value of Synergy Aswath Damodaran Stern School of Business October 2005 2 The Value of Synergy Many acquisitions and some large strategic investments are often justified with the argument that they will create synergy. In this paper, we consider the various sources of synergy and categorize them into operating and financial synergies. We then examine how best to value synergy in any investment and how sensitive this value is to different assumptions. We also look at how this synergy value should be divided between the parties (or companies) involved in the investment. We conclude with an empirical examination of how much synergy is actually created in corporate mergers, and how much is paid. Synergy, we conclude, is so seldom delivered in acquisitions because it is incorrectly valued, inadequately planned for and much more difficult to create in practice than it is to compute on paper. 3 When Carly Fiorina argued for Hewlett-Packard’s acquisition of Compaq, she offered a number of of reasons the deal made sense. She noted that the combined company would be able to meet the demands of customers for “solutions capability on a truly global basis.” She also claimed that the firm would be able to lead with its products “from top to bottom, from low end to high end.” As her crowning argument, she claimed that the merger made sense because it would create “synergies that are compelling.” Synergy, the increase in value that is generated by combining two entities...
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...informational problems and agency conflicts, and how firms could overcome weaknesses in corporate governance by listing on, and thus “bonding” to, overseas markets with stronger regulatory oversight, stringent reporting and disclosure requirements and investor protections. Critics have challenged the viability of the bonding hypothesis, which I answer in this review. © 2012 Elsevier B.V. All rights reserved. 1. Introduction Cross-listing — also referred to as “dual-listing,” “international listing,” or even “inter-listing,” — is usually a strategic choice made by a firm to secondarily list its equity shares trading in a home market exchange on a new overseas market. It may or may not involve an initial or secondary capital-raising and it ☆ An early version of this paper was presented as the keynote address at the 4th Singapore...
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...Analysis of the Target Corporation Report by Valanium Analysts: Kaleb Adams, Liza Debus, Rebecca Fitzgerald, Ken Khouri, Chuck Pearlman Investment Recommendation: MARKET PERFORMER TGT – NYSE (11/30/01) 52 Week Range 2000 Revenue Market Capitalization Shares Outstanding Dividend Yield Avg. Daily Trading Volume Book Value per Share (mrq) Return on Equity (ttm) Return on Assets (ttm) Est. 5-Yr Growth of EPS Industry: Retail $36,903M $33,800M 901.7M 0.59% 3.67M $7.76 19.28% 6.26% 15% EPS Forecast EPS Ratios P/E Forward PEG M/B 1999A $1.28 2000A $1.40 TGT 27.01 1.80 4.84 2001E $1.48 2002E $1.69 12/03/01 Competitor Average 13.28 1.96 4.02 $37.54 $57.46 $43.52 $31.27 $11.03 $16.92 $43.63 12 mo 26 % -14% 24 mo -8% 18% Valuation Predictions Actual Current Price Forward P/E Valuation Forward PEG Valuation M/B Valuation EBO (Abnormal Earnings) Valuation DCF Valuation P/S Valuation Performance of TGT Trailing TGT Relative to S&P500 6 mo -0.1% -10% • • • • • • Target operates in the discount retail industry in its Target stores but also attracts fashion minded customers through its Marshall Field’s and Mervyn’s stores. Target uses it Super Target model as its growth engine and funds this with cash flows from its Mervyn’s operations. Target has also recently partnered with Amazon to develop its online sales and fulfillment. The overall retail industry is growing at 3.8% and is competitive. Those players who can aggressively manage costs are the market leaders. Indicators suggest...
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...discounted cash flow valuation methods. Different alternatives for determining the discounted value of tax shields and their implications for the valuation∗ Pablo Fernández PricewaterhouseCoopers Professor of Corporate Finance IESE Business School, University of Navarra Camino del Cerro del Aguila 3. 28023 Madrid, Spain. E-mail: fernandezpa@iese.edu Abstract This paper addresses the valuation of firms by cash flow discounting. The first part shows that the four most commonly used discounted cash flow valuation methods (free cash flow discounted at the WACC; cash flow for equityholders discounted at the required return on the equity flows; capital cash flow discounted at the WACC before taxes; and Adjusted Present Value) always give the same value. The disagreements in the various theories on the valuation of the firm arise from the calculation of the discounted value of tax shields (VTS). The paper shows and analyses 7 different theories on the calculation of the VTS: Modigliani and Miller (1963), Myers (1974), Miller (1977), Miles and Ezzell (1980), Harris and Pringle (1985), Ruback (1995), Damodaran (1994), and Practitioners method. The paper also shows the changes that take place in the valuation formulas when the debt's market value does not match its book value. JEL Classification: G12, G31, M21 October 16, 2008 (First version: July 2, 1999) Another version of this paper may be found in chapters 17, 18, 19 and 21 of the author's book Valuation Methods and Shareholder...
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