Robert F. Bruner - Applied Mergers and Acquisitions

14 PART Seven: Communication, Integration, and Best Practice CHAPTER 35: Communicating the Deal: Gaining Mandates, Approvals, and SupportINTRODUCTION CHALLENGES AND GUIDING PRINCIPLES FOR COMMUNICATING THE DEAL PRESENTING THE “CONCEPT PROPOSAL” TO SENIOR MANAGEMENT OF THE BUYER (INTERNAL ONLY) COMMUNICATING THE DEAL TO A BOARD OF DIRECTORS ANNOUNCING THE DEAL TO THE PUBLIC COMMUNICATING WITH EMPLOYEES CONCLUSION NOTES CHAPTER 36: Framework for Postmerger IntegrationINTRODUCTION INTEGRATION STRATEGY FRAMEWORK FOR INTEGRATION STRATEGY IMPLEMENTATION OF INTEGRATION STRATEGY INTEGRATION STRATEGY MINI-CASE: THE MERGER OF UNION BANK OF SWITZERLAND AND SWISS BANK CORPORATION, 1998 CONCLUSION: INTEGRATION IS TRANSFORMATION NOTES CHAPTER 37: Corporate Development as a Strategic Capability: The Approach of GE Power SystemsINTRODUCTION BUSINESS DEVELOPMENT AT GE POWER SYSTEMS DEAL PROCESS AT GE POWER SYSTEMS IMPLICATIONS FOR BEST PRACTICE NOTES CHAPTER 38: M&A “Best Practices”: Some Lessons and Next StepsINTRODUCTION SOME ELEMENTS OF M&A BEST PRACTICE WHERE THE SIDEWALK ENDS DEVELOPING BEST PRACTITIONERS THE END OF IT ALL NOTES

15 About the CD-ROMINTRODUCTION DESCRIPTION OF GENERIC TEMPLATES MINIMUM SYSTEM REQUIREMENTS USING THE CD WITH WINDOWS TROUBLESHOOTING

16 References and Suggestions for Further Reading

17 Index

18 End User License Agreement

1 Chapter 2 EXHIBIT 2.1 General Electric’s “Code of Conduct” EXHIBIT 2.2 Excerpts from AIMR Code of Ethics and AIMR Standards of Professional ... EXHIBIT 2.2 Excerpts from AIMR Code of Ethics and AIMR Standards of Professional ...

2 Chapter 3EXHIBIT 3.1 Classes of Tests of M&A ProfitabilityEXHIBIT 3.2 Comparison of Research Approaches Regarding the Profitability of M...EXHIBIT 3.3 Summary of Shareholder Return Studies for M&A: Returns to the Targ...EXHIBIT 3.4 Studies Reporting Negative Returns to AcquirersEXHIBIT 3.5 Studies Reporting Positive Returns to AcquirersEXHIBIT 3.6 Studies Reporting Long-Term Returns to AcquirersEXHIBIT 3.7 Summary of Shareholder Return Studies for M&A: Combined Returns to...EXHIBIT 3.8 Summary of Studies of Financial Statement DataEXHIBIT 3.9 Excerpted Findings about the Change in Profitability of British Ac...EXHIBIT 3.10 Excerpts of Findings about Change in U.S. Acquirers’ Profitabilit...EXHIBIT 3.11 Summary of Performance Studies for M&A: LBO ResultsEXHIBIT 3.12 Sample of Practioner Studies and Their Key Findings

3 Chapter 4EXHIBIT 4.4 Notes on the Sources of M&A Activity SeriesEXHIBIT 4.5 Explanations for M&A Activity Vary with Assumptions about Markets ...EXHIBIT 4.6 Styles of Listening for Turbulence, and the Resulting M&A Activity...

4 Chapter 5EXHIBIT 5.1 Trends in Completed Cross-Border Mergers and Acquisitions Involvin...EXHIBIT 5.2 Percentage Rate of Growth in Transactions Domestically and Cross-B...EXHIBIT 5.3 Cross-Border Transactions between Mexico and the United States, 19...EXHIBIT 5.4 Seventeen Largest Cross-Border Deals, 1997-2002EXHIBIT 5.5 Emerging Market Correlations with U.S. MarketEXHIBIT 5.6 Factors Explaining Equity Returns in Emerging and Developed Market...EXHIBIT 5.7 Returns to Targets of Foreign BuyersEXHIBIT 5.8 Returns to Buyers of Foreign TargetsEXHIBIT 5.9 Summary of Shareholder Return Studies for M&A: Combined Returns to...

5 Chapter 6EXHIBIT 6.1 Examples of Mission StatementsEXHIBIT 6.2 Relationship between Market Share and Return on InvestmentEXHIBIT 6.3 SWOT Analysis of Chrysler and Daimler-Benz Just before the Announc...EXHIBIT 6.4 Overview of Tools for Strategic AnalysisEXHIBIT 6.9 Illustration of Attractiveness-Strength MatrixEXHIBIT 6.13 Summary of Studies of Market Returns to Parent Shareholders at An...EXHIBIT 6.15 Volume of Divestitures, Spin-offs, and Carve-outs by Year and as ...EXHIBIT 6.16 Summary of Studies of Market Returns to Parent Shareholders at Un...EXHIBIT 6.17 Summary of Studies of Market Returns to Parent and Subsidiary Sha...EXHIBIT 6.18 Summary of Studies of Market Returns to Parent and Su...EXHIBIT 6.19 Summary of Studies of Market Returns to Parent Shareholders at Cr...EXHIBIT 6.22 Changing Mix of Diversification Strategies for the Fortune 500 Fi...EXHIBIT 6.23 Returns by Diversification StrategyEXHIBIT 6A.1 Self-Sustainable Growth Rates for Five RetailersEXHIBIT 6A.2 Summary of Modeling AssumptionsEXHIBIT 6A.3 Policy Changes to Raise Self-Sustainable Growth Rate

6 Chapter 7EXHIBIT 7.2 Three Information Scenarios and Their Impact on Competition, Prici...EXHIBIT 7.4 Annotated List of Recommended Sources of Public Information about Compan...EXHIBIT 7.5 Acquisition Guidelines, Kestrel Ventures LLCEXHIBIT 7.6 Screening Criteria, Kestrel Ventures LLCEXHIBIT 7.7 Summary of Search Principles

7 Chapter 8EXHIBIT 8.3 Participants in a Hypothetical Due Diligence ReviewEXHIBIT 8.4 Priorities in Information Technology Diligence and Integration

8 Chapter 9EXHIBIT 9.1 Yields on Five-Year Corporate and U.S. Government Bonds by Credit ...EXHIBIT 9.2 Berkshire Hathaway Acquisition CriteriaEXHIBIT 9.3 Liquidation Estimate of Value of ABC Corp.EXHIBIT 9.4 Classic Valuation MultiplesEXHIBIT 9.5 Properly Match Discount Rates and Cash FlowsEXHIBIT 9.6 Dart-Selected Sample of Firms with Analysis of Five-Year Dividends...EXHIBIT 9.7 Example of the Equivalence of Results from the Three DCF Valuation...EXHIBIT 9.8 Overview of Classic Measures of ValueEXHIBIT 9.11 Recent Stock Price Information Chrysler Corporation and Daimler-B...EXHIBIT 9.12 Comparable Automobile Manufacturers (in US$ Millions, Except Wher...EXHIBIT 9.13 Twelve-Month Moving Average Stock PremiumsEXHIBIT 9.14 Recent Jumbo M&A Activity (Greater than US$ 10 Billion) (in Milli...EXHIBIT 9.15 Valuation of Chrysler Corporation Shares Discounting ...EXHIBIT 9.16 Valuation of Chrysler Corporation Shares Discounting ...EXHIBIT 9.17 Valuation of Chrysler Corp. Shares Adjusted Present Value Approac...

9 Chapter 10EXHIBIT 10.1 Estimating the Hidden Value of an R&D ProgramEXHIBIT 10.2 Excerpt from Options Quotations Page, Wall Street Journal , March ...EXHIBIT 10.3 Classic Hockey Stick DiagramsEXHIBIT 10.4 Classic Bull and Bear Spread Payoff DiagramsEXHIBIT 10.5 Put-Call Parity: The Equivalent Payoffs of Two Different Portfoli...EXHIBIT 10.8 Payoffs on Senior and Subordinated DebtEXHIBIT 10.9 Calculation of the Volatility on General Mills StockEXHIBIT 10.10 Historical Price Volatility 60-Day Volatility Ending September 3...

10 Chapter 11EXHIBIT 11.3 Example: Valuing Cost Savings and Asset Reduction SynergiesEXHIBIT 11.4 Example: Valuing Revenue Enhancement SynergiesEXHIBIT 11.5 Valuing Financial SynergiesEXHIBIT 11.6 Illustration of Valuing an Enabling Technology as a Call OptionEXHIBIT 11.7 Illustration of Backsolving to Find the Required Constant Dollar ...EXHIBIT 11.8 Identification of Potential Synergies, Merger of Daimler-Benz and...EXHIBIT 11.9 Base-Case Estimate of Synergy Value, Merger of Daimler-Benz and C...EXHIBIT 11.10 Sensitivity Analysis of Synergy Values per Chrysler Share in the...

11 Chapter 12EXHIBIT 12.1 Inflation by CountryEXHIBIT 12.3 Marginal Corporate Tax Rates for Selected CountriesEXHIBIT 12.4 Country Risk Measures, at Late October 1999EXHIBIT 12.6 Comparison of Two DCF Valuation ApproachesEXHIBIT 12.7 Demonstration of the Equality of Real and Nominal Discounting in ...EXHIBIT 12.8 Comparison of “Nominal/Nominal” and “Real/Real” Valuation Approac...EXHIBIT 12.9 Illustration of the Use of the Interest Rate Parity Relationship ...EXHIBIT 12.10 U.S. Dollar Returns (in Percent) on Emerging Markets, 1991-1999EXHIBIT 12.11 Suggested Application of Cost of Equity Models by Country Segmen...EXHIBIT 12.12 Example of Country Betas and Their ComponentsEXHIBIT 12.13 Summary Comparison of Cost of Equity ModelsEXHIBIT 12.14 WACC Estimation, WEI Investment in Project at Zhang...EXHIBIT 12.15 IRR Estimation, WEI Investment in Project at Zhangz...EXHIBIT 12.16 WACC Estimation, Continental Cablevision Investment in Fintelco,...EXHIBIT 12.17 Discounted Cash Flow Valuation of Continental Cablevision’s Inve...