Mergers & Acquisitions: The Process Prof. Ian Giddy New York University

The Acquisition Process Application: The “Stop and Shop” Deal Motivation for Takeover: Market Value vs. "Realizable Value" Hostile vs. Friendly Takeover vs Management Buy Out Restructuring of Debt and Equity Structure Leveraging and De-Leveraging Debt Covenants vs. Equity Control Use of High-Yield Bonds, Bank Debt, Private Placements and Bridge Loan Pricing and Placing the Securities Subsequent Refinancing

Steps in a Successful Merger and Acquisition Program - Step 1 and 2 1. Manage preacquisition phase Instruct staff on secrecy requirements Evaluate your own company Identify value-adding approach Understand industry structure, and strengthen core business Capitalize on economics of scale Exploit technology or skills transfer 2. Screen Candidates Identify knockout criteria Decide how to use investment banks Prioritize opportunities Look at public companies, divisions of companies, and privately held companies

Steps in a Successful Merger and Acquisition Program - Step 3 to 5 3. Value remaining candidates Know exactly how you will recoup the takeover premium Identify real synergies Decide on restructuring lan Decide on financial engineering opportunities 4. Negotiate Decide on maximum reseervation price and stick to it Understand background and incentives of the other side Understand vlue that might be paid by a third party Establish negotiation strategy Conduct due diligence 5. Manage postmerger integration Move as quickly as possible Carefully manage the process

M&A Advisory Services: 1. Role of the Seller's Advisor Develop list of buyers Analyze how different buyers would evaluate company Determine value of the company and advise seller on probable selling price range Prepare descriptive materials showing strong points Contact buyers Control information process Control bidding process Advise on the structure of the transaction to give value to both sides Ensure all nonfinancial terms are settled early Smooth postagreement documentation

M&A Advisory Services: 2. Role of Buyer's Advisor Thoroughly review target & subs Advise on probable price range Advise on target's receptiveness Evaluate target's options and anticipate actions Devise tactics Consider rival buyers Recommend financial structure and plan financing Advise on initial approach and follow-up Function as liason Advise on the changing tactical situation Arrange the purchase of shares through a tender offer Help arrange long term financing and asset sales

Case Study: Citigroup Questions: How would evaluate the probabilty that there will be positive net economic value out of the combination of Citicorp and Travelers? Where will the value come from? How long should it take for the value to be realized? What factors could destroy value?

Value Based Management Improve strategic and operational decision making Widen scope of VBM to cover all organizational processes Focus on key drivers of corporate value Utilize the Economic Profit and Discounted Cash Flow valuation techniques Focus business planning around value creation Develop value oriented targets and performance measurement Restructure compensation system with an emphasis on creating shareholder value Evaluate strategic investment decisions in terms of their impact on value Communicate value of corporate plans to investors and analysts A Creative Mindset An Integrative Process

Analytic Framework For Diagnosing Market Performance 1. Review market performance Determine returns to shareholders compared with other investments 2. Analyze comparative corporate performance Develop initial picture of company performance that underlies market performance 3. Understand corporate cash flow Identify where the corporation has been generating and investing cash and the return this investment is generating 4. Synthesize market views Identify assumptions that form basis for current market value

Impact Of Value Based Management On Performance, Examples Business Retail Household goods Insurance Banks Change in Behaviour Shifted from broad national growth program to focus on building regional scale before expanding Repositioned product portfolio to emphasize products most likely to create value Chose growth versus harvest strategy, even though five-year return on equity very similar Impact 30-40% potential value increase 25% potential value increase 124% potential value increase

Impact Of Value Based Management On Performance, Examples Business Oil Production Change in Behaviour Used new planning and control process to help drive major change program; dramatic improvement in corporate-business dialogue Impact Multimillion dollar reduction in planning function through streamlining Acquisition that likely would not have otherwise happenned Exposed nonperforming managers

Impact Of Value Based Management On Performance, Examples Business Telecommunications Change in Behaviour Generated ideas for value creation New service Premium pricing Around 40% of planned development projects in one business unit discontinued Sales force expansion plans completely revised after discovering how much value expansion can destroy Impact 240% potential value increase in one unit 246% potential value increase in one unit n/a

Framework For PostAcquisition Integration: Steps 1 and 2 1. Clarify purpose/set expectations Establish a transition mechanism Manage expectations of acquired management Reach agreement on top organizational issues Plan and schedule first postacquisition actions 2. Communicate, control, and plan integration Reassure key constituencies Agree on a “get-acquainted” stage Take the necessary control actions Plan integration process

Framework For PostAcquisition Integration: Steps 3 and 4 3. Develop strategy/basic structure Organize fact-finding task forces Establish and test initial working hypothesis Build a fact-based understanding of the comparative business systems and market positions of the companies Identify opportunities for growth and enhancement of competitive advantage Rank priorities 4. Refine organization/strategy review initial strategy, including test of anticipated operating synergies Review organizational similarities and differences Implement strategic and organizational change

www.stern.nyu.edu

www.giddy.org

www.giddy.org Ian Giddy NYU Stern School of Business Tel 212-998-0332; Fax 212-995-4233 ian.giddy@nyu.edu http://www.giddy.org