Module 9
Module 9
having more than $166 billion in cash and investments on its balance sheet.
To put this number into perspective, that is more than the annual GDP of
• Consider a firm with investments of $1,200 million in noncash operating assets and $200 million in cash.
For simplicity, let us assume the following.
• The noncash operating assets have a beta of 1 and are expected to earn $120 million in net income each
year in perpetuity, and there are no reinvestment needs (to match the assumption of no growth).
• The cash is invested at the riskless rate, which we assume to be 4.5%.
• The net income is returned to stockholders every year (as dividends or buybacks).
• The market risk premium is assumed to be 5.5%.
• The firm is all equity funded.
Value of Synergy
• What is synergy?
• Operating Synergy
• Economies of scale
• Greater pricing power (sometimes its oligopoly)
• Combination of different functional strengths
• Higher growth in new or existing markets
• Financial Synergy
• Due to Higher cash flows or lower cost of capital
• A combination of a firm with excess cash, and a firm
with high-return projects (small firm by large and
private by public firm)
• Debt capacity can increase (due to stability)
• Tax benefits
• Diversification
VALUING SYNERGY
• Valuing Operating Synergies ?????
• Will it reduce costs as a percentage of sales and increase profit margins (e.g.,
when there are economies of scale)?
• Will it increase future growth (e.g., when there is increased market power)
• Steps in Valuing Operating Synergy
• Value the firms involved in the merger independently
• Estimate the value of the combined firm with no synergy
• Build the effects of synergy into expected growth rates and cash flows
• Revalue the combined firm
Valuing Operating Synergy in a DCF
Framework
• Cost synergies Metric
Acquiring
Firm
Target
Firm
• Growth synergies Beta 0.9 0.9
Pretax Cost of Debt 5% 5%
• The combined firm may be Tax Rate 30% 30%
able to earn higher returns Debt-to-Capital Ratio 10% 10%
on its investments Revenues $1,000 $500
• The combined firm may be Operating Income (EBIT) $50 $25
able to find more
investments Pretax Return on Capital 15% 15%
• The combined firm may be Reinvestment Rate 70% 70%
Example: The in
risk-free
a much ratemore
is 4.25%, and the risk premium is
powerful
4%. For purposes of simplicity, we will assume that both Length of Growth Period 5 years 5 years
competitive position
firms will be in stable growth after year 5, growing 4.25% a
year in perpetuity and earning no excess returns
To value synergy, assume that the combined firm will save $15
million in pretax operating expenses