Mergers & Acquisitions Basic Concepts

 From a pure financial point of view, the M&A transactions need to create value for shareholders of both companies 1 Creating Value through M&A Value A + B post- transaction Value A standalone Value B standalone >+ TEMA 1

Most Common Reason: synergies  Revenue Synergies  Cost Synergies Operating  Financing  Tax Non-operating TEMA 1

But there are many other reasons  Growth  Market share / pricing power  Competitive advantage  Complementary resources  Improvement in management  Use of capital Good reasons  Diversification  Management teams want to operate a bigger company  EPS accretion  Defence vs. hostile takeover  Imitating market trends Doubtful TEMA 1

Acquisitions paid in Cash  In a cash transaction, the acquirer pays a cash consideration in exchange for the shares of the target  The financial value creation for the buyers is measured as the NPV of the synergies vs. the premium being paid  For the selling shareholders, the value creation is the premium paid, the “control premium”  The control premium is the other side of the synergies. Once buyer has management control over the target, they will do whatever they have to do, which normally is linked to synergies  In cash acquisitions, the buyer needs FINANCING TEMA 1

Financing Options LOW HIGH LOW COST RISK CASH AVAILABLE “HIGH YIELD”SHARES TEMA 1 SENIOR DEBT HYBRIDS

Price isn’t Everything  Strategic rationale  Price  Timing  Financing  Execution TEMA 1

Stock for Stock Transactions  In a stock transaction, the target gets a share of the combined. They are still invested in the business. Not in the same business, but in the combination of their business and that of the acquirer  Their resulting stake is the shares newly issued to the shareholders of the target divided but the new total number of shares (of the acquirer)  The “premium” is fictitious. The only thing that really matters is the exchange ratio, which determines the resulting stake in the combined. –For instance, the premium could mean that the target gets 18% of the combined, instead of 16%, because its shares have been valued at a premium –The only thing that matters, is that they own a 18% of the combined  All the shareholders of the combined company share the synergies (proportional to their ownership in the company), not only the acquirer TEMA 1

Public M&A: Takeover Offers  A public transaction is one where the target is publicly listed in the stock market  In a public transaction, acquirer normally needs to launch a public “Takeover Offer” for the target. Takeover offers are regulated by the Capital Markets Watchdog  In some public situations, there are majority shareholders that effectively have control over listed targets. These shareholder can lead negotiations and sign irrevocables ahead of the takeover announcement  However, the capital markets watchdog will make sure every shareholder gets the same treatment (not necessarily in a private transaction)  Takeover offers have a certain acceptance period. And the cquirer can inset conditions such as a minimum aggregated acceptance of X% (otherwise the offer is not valid) TEMA 1

Takeovers: Friendly vs. Hostile  In those situations where there are no controlling shareholders, management of the target effectively call the shots (at least in the initial merger discussions)  They will discuss the terms of a potential offer with the acquirer, they may even facilitate certain information to help to improve the price, and then the acquirer will launch an offer that the management of the target will recommend to its shareholders. This is a friendly transaction  In some situations, the management of the target is not willing to support the offer of the acquirer, but they still go ahead. That is a hostile offer. Shareholders of the target can still accept the offer, no matter what management says  Hostile acquirers need to know very well the target, the industry, the geography  Management of the target may put in place a defence strategy, such as looking for a white-knight or launching a pac-man. In some situations there might be a owners-management conflict TEMA 1

Types of Tender Offers  Full & Voluntary  Partial  Compulsory  Squeeze-out  Competing offer There is a certain acceptance period And the acquirer can introduce conditions (ie, minimum acceptance threshold) TEMA 1

Statutory Merger  For public companies (again, that is: listed companies), a merger with other company can be implemented through a AGM decision. That is called a statutory merger.  AGMs of both companies discuss the transaction and vote in favour or against. There are usually minimum quorums and qualified majorities in place (eg more than 50% of shares present and 2/3 vote in favour)  If both General Assemblies approve the transaction, it goes ahead without the need of a tender offer, and applies to 100% of the shares (unlike tender offers, where each shareholder may accept or reject the offer).  In a way, you can also do acquisitions through statutory process (no tender offer), even if the size of the targets is very different. They are acquisitions (one large company is buying a smaller one), but from a legal point of view they are structured as mergers. You need a strong shareholder support.  In specific situation where there is a potential conflict of interests, some of the shareholders may be prevented from voting TEMA 1

Private Transactions  In a private transaction, the target is not listed  When you negotiate a private transaction, you engage into a private discussion with the different parties involved. When you reach an agreement, you sign a document, called SPA (“Share Purchase Agreement”)  The SPA includes a critical part: the “Reps and Warranties”. The seller represents and give assurance to the buyer around the target  In a private transaction, not all shareholders necessarily get same treatment  There are protection mechanisms for minority shareholders in the context of M&A, such as the tag-along TEMA 1

Strategic and Financial Buyers  Financial Buyers are pure financial investors, that usually have limited holding periods of the assets (investment horizon of 4-5 years). Financial buyers need an exit plan  Most common type of financial buyers are Private Equity Firms. They tend to acquire businesses through a leverage acquisition strategy, which enhances the IRR if things go well  Financial buyers usually lack synergies, unless they have other investment in their portfolio that can be merged with the new target  Strategic buyers are those that are not financials, and their main feature is that they tend to acquire and integrate targets to achieve synergies  Strategics usually outbid financial buyers thank to the synergies. But financial buyers use leverage to improve their offers TEMA 1

Financial Impacts  EPS impact (and DPS)  ROI  Value Creation vs premium  In stock for stock, transaction, the change in the combined, both from a quantitative (multiple) and from a qualitative perspective (equity story) matters. TEMA 1

Structurally  Domestic vs. cross-borders  Politics and Dual heads  Tax neutrality for shareholders  Flowback  Flow-forward TEMA 1

Some concepts around control  Why is control so important?  M&A valuation vs trading valuation  Corporate Governance in mergers  Control is not a fixed %ownership number  Take over-offer to go beyond certain threshold  All shareholders should be treated equally  Back-door control  Path to control TEMA 1