...For the exclusive use of B. OUYANG Harvard Business School 9-296-088 Rev. May 16, 1997 Netscape's Initial Public Offering August 8, 1995 had taken an unexpected turn for Netscape Communications Corporation’s board of directors. Earlier that morning, the day before the company’s scheduled initial public offering (IPO), Netscape’s lead underwriters proposed to the board a 100% increase in the original offering price from $14 to $28 per share. This recommendation came in response to the remarkable oversubscription for Netscape’s shares, which had already prompted the underwriters to increase the number of shares to be offered from 3.5 million to 5 million. Under the current proposal, a company with a net book value of just over $16 million that had yet to turn a profit, was suddenly valued at over $1 billion. The Board faced a pricing dilemma within the context of an extremely unpredictable industry. While its members wanted to be responsive to Wall Street’s current zeal, they also wanted to make sure that the fundamentals of Netscape justified such a dramatic increase in valuation. Netscape Communications Founded in April 1994, Netscape Communications Corporation provided a comprehensive line of client, server, and integrated applications software for communications and commerce on the Internet and private Internet Protocol (IP) networks. These products enabled the growing network of servers on the World Wide Web to communicate through multimedia, including...
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...Harvard Business School 9-296-088 rP os t Rev. May 16, 1997 Netscape's Initial Public Offering op yo August 8, 1995 had taken an unexpected turn for Netscape Communications Corporation’s board of directors. Earlier that morning, the day before the company’s scheduled initial public offering (IPO), Netscape’s lead underwriters proposed to the board a 100% increase in the original offering price from $14 to $28 per share. This recommendation came in response to the remarkable oversubscription for Netscape’s shares, which had already prompted the underwriters to increase the number of shares to be offered from 3.5 million to 5 million. Under the current proposal, a company with a net book value of just over $16 million that had yet to turn a profit, was suddenly valued at over $1 billion. The Board faced a pricing dilemma within the context of an extremely unpredictable industry. While its members wanted to be responsive to Wall Street’s current zeal, they also wanted to make sure that the fundamentals of Netscape justified such a dramatic increase in valuation. Netscape Communications tC Founded in April 1994, Netscape Communications Corporation provided a comprehensive line of client, server, and integrated applications software for communications and commerce on the Internet and private Internet Protocol (IP) networks. These products enabled the growing network of servers on the World Wide Web to communicate through multimedia, including...
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...1. Why are investors excited about Netscape? What is Netscape’s business model? What must Netscape accomplish if it is going to be successful in the long run? What are the risks Netscape faces? Marc Andreessen, along with the other founders of Mosaic, accomplished what other Internet providers before failed to do: they created a Web browser that did not require the user to have expertise in HTML coding. Mosaic’s user-friendly click-and-point interface allowed for a wider customer base. After purchasing the licensing rights of Mosaic from Spyglass, Andreessen’s newly formed Netscape Communications Corporation looked to expand the popularity of the software. Netscape’s founders followed the business model they used at Mosaic that created a 60% market share for the firm. Netscape initially gave the software away for free, hoping to generate demand for the product and later be able to sell it. This model allowed the company to gain 75% by spring of 1995. Through the product’s success, Netscape was able to handle the first immediate risk to the firm: to eliminate competition from Spyglass’s Mosaic software. Netscape was the first mover in combining a user-friendly web browser and also a comprehensive server system for companies to conduct business online. Like any first mover, Netscape faced the risk of new entrants into the market. American Online and Prodigy came out with their own Web browsers. Companies like Compuserve and Microsoft purchased licensing rights from Spyglass...
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...Netscape’s Initial Public Offering Executive Summary Netscape Communications Corporation was founded in 1994 to provide client, server, and integrated applications software for the internet and other Internet Protocol (IP) networks. The company found early success capturing the browser market by offering its Netscape Navigator client product for free with the goal of generating revenue on the back end by selling server software to companies that wanted marketing access to these potential customers. Although the undisputed leader in the industry, Netscape anticipated significant competition from the pending release of Microsoft’s rival browser, Internet Explorer, and on-line computer serve providers such as America Online and Prodigy. Despite their dominant position in the industry, Netscape had yet to turn a profit and, in 1995 began to explore raising necessary capital through an initial public offering (IPO). The preliminary prospectus prepared by Morgan Stanley and H&Q suggested it might offer 3.5 million shares at $12 to $14 a share. However, a month later, the underwriters advised the Netscape board to increase the initial offering price 100% to $28 per share. At this new offering price, the firm's value would be $1 billion, raising many eyebrows since their 1995 revenues to date were only $16 million, the firm was only 16 months old, and they had not yet shown a profit. The board needed to decide whether the required annual revenue growth rate could support a...
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...MATTHIAS HILD* The Google IPO initial public offerings (IPOs) since Netscape's public offering in 1995.' Bullish investors believed Google could set off a string of successful IPOs and put an end to a fouryear lull in technology offerings. 2 Executives at Google faced several questions in the following months, beginning with whether or not to sell shares to the public market.' If they made the decision to take the company public, what options did Google have for selling those shares? Was the traditional form of book-building through an investment bank necessarily the best course of action? As large investment banks were courting Google's potentially enormous business, management had to evaluate the different options available for a company ready to move forward. Ultimately, Google chose to sell its stock through W.R. Hambrecht + Co.'s OpenIPO, which was modeled on auction-based offering formats in France, Japan and elsewhere. In 2004, Hambrecht's track record of success was mixed at best and even today the future of this IPO format in the United States is far from certain. IN THE SPRING OF 2004, GOOGLE WAS ONE OF THE MOST TALKED-ABOUT I. HISTORY AND BUSINESS MODEL In 1995, Larry Page, 24, and Sergey Brin, 23, first met as Stanford University computer science graduate students.4 Their company Web site describes that first encounter as a clash of personalities that eventually led to their now-famous creative solution for retrieving relevant information from large sets of data...
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...ISSUE MANAGER REPUTATION, UNDERPRICING LONGAND LONG-RUN PERFORMANCE OF INITIAL PUBLIC OFFERINGS: EVIDENCE FROM THE SINGAPORE IPO MARKET VOON PEIJUN (Bachelor of Business Administration (Hons), NUS) A THESIS SUBMITTED FOR THE DEGREE OF MASTERS OF SCIENCE (BUSINESS) DEPART DEPARTMENT OF FINANCE AND ACCOUNTING NATIONAL UNIVERSITY OF SINGAPORE 2009 ACKNOWLEDGEMENT I would like to express my warmest gratitude to Professor Michael Shih for his patient guidance and encouragement all this while. A very big thank you, Sir. I would also like to take this opportunity to thank my family for their love and concern all these years. Thank you Dad, Mum and Brother. Without their support, I would not have come so far. Thank you! Voon Peijun 2009 Page i ABSTRACT The study explores the role of issue managers in the initial public offering (IPO) process. Empirical research shows that IPOs are associated with two significant market anomalies: short-run underpricing puzzle and long-run underperformance phenomenon. This paper examines the reputational influence of issue managers on the two anomalies. Employing the newly developed ‘twelve-month rolling’ reputation ranking approach, our study is the first to furnish a comprehensive ranking of all the issue managers with a substantial presence in Singapore. Based on a sample of 384 IPOs listed on the Singapore Exchange between January 1, 1997 and August 22, 2008, we find evidence of prevalent short-run underpricing and...
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...Mergers & Acquisitions in India With specific reference to Competition Law This research paper is a copyright of Nishith Desai Associates. No reader should act on the basis of any statement contained herein without seeking professional advice. The authors and the firm expressly disclaim all and any liability to any person who has read this research paper, or otherwise, in respect of anything, consequences by any such and of of anything in February 1, 2010 done, or omitted to be done person reliance upon the contents of this research paper. Nishith Desai Associates www.nishithdesai.com TABLE OF CONTENTS I. II. Introduction .................................................................................................................................................... 3 Mergers and Amalgamations: Key Corporate and Securities Laws Considerations. ...................................... 7 III. Acquisitions: Key Corporate and Securities Laws Considerations................................................................. 10 IV. Competition Law ............................................................................................................................................ 21 V. Exchange Control............................................................................................................................................ 24 VI. Taxes and Duties ...................................................................................................
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...•What is the outlook for the search industry as seen in 2004? What are Google’s strengths and weaknesses in its main business line? •Do you think Google should go public? To answer this question, list the pros and cons of doing an IPO, and assess these points in the context of Google. Consider Google’s competitive position in its industry, the market conditions, concerns of managers, firm’s financial health, etc. Pros and Cons of doing an IPO: Pros Cons An IPO allows a company to tap a wide pool of investors to provide itself with capital for future growth, repayment of debt or working capital. • Significant legal, accounting and marketing costs •Get new capital to sustain growth/improve financial position. • Ongoing requirement to disclose financial and business information •Greater liquidity for firm’s equity. • Meaningful time, effort and attention required of senior management •Potential increase in equity value. • Risk that required funding will not be raised •Diversification of initial share holders’ personal portfolios and easier transfer of ownership. • Public dissemination of information which may be useful to competitors, suppliers and customers Google would be under intense scrutiny from Wall Street because of many failed IPO’s for the past couple of years. They also have a lot of competition from Yahoo and Microsoft. An area of concern was that Microsoft might design a version of its text processing software that could block the access of...
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...Initial Public Offering Paper: VISA Introduction An initial public offering takes place when a company issues common stock or shares to the public for the first time. There are several reasons for companies to go public, for example, small and young companies that seek capital to expand and large privately owned companies that want to become publicly traded. After a company lists its securities on a public exchange, the money collected from investors for the sale of the shares goes directly to the company. Once a company is listed, it is able to issue additional common shares via a secondary offering. Usually, these kinds of public offerings are made by companies wishing to refinance, or raise capital for growth. This ability to quickly raise large amounts of capital from the market is a key reason many companies seek to go public. Visa Inc. is a global payments technology company headquartered in San Francisco, California. It facilitates electronic funds transfers throughout the world. Visa does not issue cards, extend credit or set rates and fees for consumers; instead, Visa provides financial institutions with Visa-branded payment products that they then use to offer credit, debit, prepaid and cash-access programs to their customers. Visa has operations across Asia-Pacific, North America, Central and South America, Caribbean, Central and Eastern Europe, Africa and Middle East. Visa’s industry is Financial Services which includes a broad range of organizations that...
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...needed to begin manufacturing, marketing, and distribution. Mezzanine level financing refers to the level just above the ground floor. * Private equity is often used to label the rapidly growing area of equity financing for nonpublic companies. * Usually entails some hands-on guidance * The ultimate goal is usually to take the company public and the VC will benefit from the capital raised in the IPO * Many VC firms are formed from a group of investors that pool capital and then have partners in the firm decide which companies will receive financing Choosing a Venture Capitalist * Financial strength is important * Style is important * References are important * Contacts are important * Exit strategy is important The Public Issue * Public Issue—the creation and sale of securities, which are intended to be traded on the public markets * All companies on the TSE(Toronto Stock Exchange) come under the Ontario Securities Commission’s (OSC) jurisdiction The Basic Procedure for a New Issue * Prospectus—Legal document describing details of the issuing corporation and the proposed offering to potential investors * Red herring—Preliminary prospectus distributed to prospective investors in a new issue of securities * Seasoned new issue—A new issue of securities by a firm that has already issued securities in...
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...Who Wouldn’t Want Google Stock? With America suffering one of the biggest economic recessions since 1975, it is no confusion why companies choose to do whatever it takes to dig them out of the hole. The weakening economy has been forced to cut more jobs, sell off assets, and even private companies choose to go public. “This is also known as IPO, referred to simply as an "offering" or "flotation", is when a company (called the issuer) issues common stock or shares to the public for the first time. They are often issued by smaller, younger companies seeking capital to expand, but can also be done by large privately owned companies looking to become publicly traded.” (Initial Public Offering, 2011) IPO’s are largely known for companies that have finally decided to sell their shares to the public after being established. They transition from privately held to publicly held firms. The main reasons companies choose to go public is to raise capital without issuing debt. That is the safest way to raise a significant amount of capital without it being so risky and to promote business growth and expansion. The most popular term known is “Go Public or Go Broke”. Google, a highly known internet search engine first began with a struggle. Two computer science graduate students from Stanford University named Larry Page and Sergery Brin maxed out all their credit cards to purchase network servers using cheap and used PCs to write a program for a search engine. Since...
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...Sarbanes- Oxley Act Impact of Law Max McKay Business Law & Ethics Professor DeLange May 17, 2007 Impact of Sarbanes-Oxley Act Not only were billions of dollars lost in corporate accounting scandals involving Enron and Worldcom, thousands of jobs on top of an immeasurable amount of credibility was also lost in the process. As most everyone knows by now, or should know, 2002 became a turning point in the world of business. Publicly traded companies such as Enron and Worldcom were caught by the SEC misrepresenting financial statements, quickly leading to steep downward spiral in stock prices of publicly traded firms throughout the market. Once considered to be one of the top five accounting firms, Anderson was fined $500,000 and given five years of probation following the Enron scandal. The firm initially lost over 1,000 employees and is no longer audits corporations (CBCNews, 2002). As a result of these scandals, investors lost millions of dollars as the marketplace took a big hit that day nearly five years ago. On June 25, 2002, it was announced that Worldcom was a part of the largest corporate fraud case in American history at the time, with numbers reaching up to $3.8 billion (Snee, 2007). Mr. Snee goes on to say that stocks sunk to new lows on news of the fraud, as investor’s increasingly lost faith in companies’ earnings statements. As a result of such fraudulent activities associated with Worldcom and Enron, President George Bush signed the Sarbanes-Oxley...
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...Unethical Behavior Involved In 2002, CitiGroup Inc. and other top Wall Street securities firms were accused of misleading investors. This misconduct was done by the securities firms’ research divisions. The analysts used biased research to sell stock that they knew were not good buys. The analysts ignored the legitimate research because of concern over from backlash from their investment bankers. They were encouraged to do this by the investment sections of their companies in return for bonuses and stock options. The real research the ten companies did was disregarded completely so that the company would have a better bottom line. In some cases, the analysts recommended stocks that they knew were no good. Citigroup was the parent of Salomon Smith Barney at the time of the ethical misconduct. “At Salomon Smith Barney, analyst Grubman reiterated a "buy" recommendation in February 2001 on Focal, an investment banking client, and a target price of $30 (twice the stock price). The same day, an institutional investor e-mailed a research analyst who worked for Grubman, "McLeod [McLeod USA Inc.] and Focal are pigs aren't they?" and asked whether Focal was a short. The analyst responded, "Focal definitely "" In April 2001, Grubman stated privately the need to downgrade Focal, but nevertheless once again advised investors to buy Focal” (Di Lorenzo, 2006). Some stocks went from $80 to $2 a share but the analysts were still pushing the stock. This went on for months and in some...
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...Sarbanes-Oxley Act of 2002? 3 Why was SOX established? 4 When did SOX take effect? 5 What companies were affected and how? 6 What does SOX compliance require? 9 Conclusion 11 References 13 What is the Sarbanes-Oxley Act of 2002? The Sarbanes-Oxley Act of 2002 – its official name being “Public Company Accounting Reform and Investor Protection Act of 2002” – is recognized to be the most significant U.S. federal disclosure and corporate governance legislation since the Securities Act of 1933 (the Securities Act) and the Securities Exchange Act of 1934 (the Exchange Act), and, the provisions of the Act are significant enough that it is considered by many to be the most significant change to federal securities laws in the U.S. since the New Deal. It is best understood, however, not as a piece of legislation centered on a new concept of regulation, but as a process which mandated that many major reforms be implemented as soon as possible (in some cases, within 30 days) on the precise schedule specified by Congress. In that sense, the Enron and WorldCom debacles provided the impetus of public outrage that forced into effect some of the most readily available reform proposals for publicly traded companies, many of which had existed for years without sufficient political imperative to be enacted.[1] The Act provides for new levels of auditor independence; personal accountability for CEOs and CFOs; additional accountability for...
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...1. The largest difference in the costs is the definitely the reduced possibility of under pricing in a Dutch auction. I cannot determine which one is better than the other. In theory, the Dutch auction should be better since it should eliminate under pricing. According to Google shows, under pricing can still exist in a Dutch auction. Whether the under pricing is a severe in a Dutch auction as it would be in a traditional underwritten offer is unknown. 2. There is no type of formula I can determine who is more correct. Dan and Larissa will have to see where things stand a few years down the road and base it off of performance. The biggest disadvantage of raising the extra cash in the IPO includes the agency costs of excess cash. The extra cash may encourage management to act carelessly. The extra cash will also earn a small return unless invested in income producing assets. At best, cash and short-term investments are a zero NPV investment. The advantages of the increased IPO size include the increased liquidity for the company, and the lower probability that the company will have to go back to the primary market in the near term future. The increased size will also reduce the costs of the IPO on a percentage of funds raised, although this may not be a large advantage. 3. The underwriter fee should be around 7 percent of the amount raised: Underwriter fee = $70,000,000(.07) Underwriter fee = $4,900,000 The company should currently provide audited financial...
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