Real World Cross Border Mergers And Acquisitions

Real World Cross Border Mergers And Acquisitions
These few years, cross–border mergers and acquisitions have increased, accelerating the globalization of manufacturing and restructuring industrial
structure at the worldwide level (Kang, N. and S, Johansson., 2000). Wal–Mart is one of the examples of real world cross–border mergers and
acquisitions; this can enlarge the market reach. Wal–Mart was founded by Sam Walton with a single store in Rogers, Arkansas in 1962 and has grown
to the world's largest retailer, its headquarters are in Bentonville, Arkansas, United States. Wal
–Mart extended its market by acquiring the biggest local
retailer Massmart at South Africa, is also operates as ASDA in the United Kingdom and Seiyu in Japan. This increased Wal–Mart 's client base and has
made Wal–Mart better known to the world (Z, Nie., 2013).
The process of acquiring an enterprise anywhere is the world has three elements: 1), identification and valuation of the target; 2), completion of the
ownership change transaction (the tender); 3), the management of the post–acquisition transition (Moffett, M. H., Stonehill, A. I., & Eiteman, D. K.,
2003).
First of all, the first component when acquiring new firm is the identification and valuation of the target. This component requires a well–defined
corporate strategy and focus. Identification stage of the target market typically comes before the identification of the target firm, which highly
developed markets offer wide choice of publicly traded companies to select from. Valuation stage
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Wk1 Final Paper
Wk1 DQs What is meant by an "agency cost" or "agency problem"? Do these interfere with shareholder wealth maximization? Why? What
mechanisms minimize these costs/problems? Are executive compensation contracts effective in mitigating these costs/problems? Our textbook defines
an agency problem as a "conflict between the goals of a firm's owners and its managers" (Megginson & Smart, 2009). It then defines agency costs as
dollar costs that arise because of this conflict. In the corporate structure, stockholders are the owners of the firm, and they elect a board of directors to
oversee the firm and help protect their investment. The board then hires the right corporate managers to run the firm with the goal of maximizing the
wealth of the... Show more content on Helpwriting.net ...
Generally, under–performing companies are the prime targets of hostile takeovers, so it makes sense that aligning shareholder and executive goals is
a major way to avoid that. One popular way of aligning these goals is through the use of elaborate, structured compensation plans for executives which
directly tie an executive's salary to the performance of the company, usually and specifically its stock price (Megginson & Smart, 2009). These
compensation plans have become the norm for American corporations, and their effectiveness in solving the agency problem is debatable. On one
hand, it should drive an executive to strive to maximize the shareholder wealth, and it also helps companies to attract and retain the best available
managers. On the other hand, it serves to sometimes wildly inflate the compensation paid to these executives, either by corporations trying to stay
competitive for the best talent, or through easily achievable goals and uncapped maximums. The structured plans, if done correctly, are an effective
way to help insure the goal of wealth maximization, but they are also by definition agency costs. Hence, agency problems are inherent to our American
corporate system. Works Cited: Megginson, W. L., & Smart, S. B. (2009). Introduction to Corporate Finance. Mason, OH: South–Western. Chapter 2 If
you were a commercial credit analyst charged with the responsibility of making an

Case Study : ' Original Altruistic Spirit ' Destroyed...
Was Cadburys "original altruistic spirit" destroyed after Kraft purchased the company?
Financialization has been taking place since the 1980s (Froud et al., 2006) and involves interaction of financial intermediaries with management
consultants to generate shareholder value (Jensen 1988). Shareholder value can be increased by making a firm more efficient for example cutting
costs and boosting profitability. Kraft took over Cadbury in January 2010 after Cadbury Chairman Roger Carr accepted a ВЈ11.9 billion bid worth
850p per share. Cadbury, founded in 1831 (Cadbury 1999), was operated under strict Quaker values placing emphasis on employee welfare and product
innovation leading to a product and altruistic spirit within the firm. Financialization resulted in the market for corporate control (Jenson 1988), which
gives empowerment to the shareholders, and ultimately opened the door for Kraft's takeover of Cadbury. In this essay I will discuss the existence of
Cadburys altruistic spirit when the firm was taken over and the factors which caused the takeover relating to shareholder values. I believe that the
takeover didn't result in the destruction of the altruistic spirit because financialization and share value have been diminishing this spirit before Kraft
took over Cadbury in 2010. To reach this conclusion I will firstly show how shareholder values outweigh an ethical business culture when firms are
influenced by the capital market. I will follow this up analysis of how Cadbury

Swot Analysis : New Jersey Cts
1.The company I 've chosen for my midterm is Cognizant Technological solutions which is an American multinational company based in the IT
industry that provides customized IT services, BPO ( Business process Outsourcing) and IT consulting services worldwide. Headquartered in
Teaneck, New Jersey CTS ( abbreviated form ) was founded on January 26th 1994 as a technology unit of Dun and Bradstreet , an American public
company and in 1996 the latter company spun off CTS .Cognizant takes its position in the NASDAQ–100 and the S&P ( Standard & Poor 's ) 500
Indices list. Initially focussing on mostly providing IT solutions ,CTS eventually began venturing into application development, intricate systems
integration and IT consulting.... Show more content on Helpwriting.net ...
Talking about the structure of cognizant , it has around 350,000 in excess of employees in all and has uprooted several development centres of the
company all over the world divided into vertical and horizontal sections. The vertical unit comprises of Healthcare, Retail, Banking services while
the horizontal unit focuses on mobile computing, testing and BPO. From the annual reports of previous years ,it can be seen that the major revenue
is reaped mainly from Financial companies and healthcare industries , especially the latter in the recent years. Cognizant showed revenues of $178
million in 2001 and $229 million in 2002 and in 2003 topped $350 million. Since then Cognizant has been unstoppable showing increasing trends in
the coming years duly breaking several records. As of 2014 CTS amassed a whopping ROI of US$ 10.26 billion. CTS has managed to keep the
margin relatively stable, in spite of locking horns with bigger and more established and renowned companies in the computer services department. The
Operating Margin has been in the 18%–20% range, on the other hand the Net Margin has ranged between 14%–17%. Some of the key competitors of
Cognizant are Infosys, Wipro, Accenture, TCS to name a few. Post split off from IMS in 2003 CTS board spontaneously instituted the poison pill
provision ( a stratagem used my many companies to flinch hostile takeovers) which prohibited hostile

Case Questions Essay
Case Questions.
A. Williams, 2002.
1. Evaluate the terms of the proposed $900 million financing from the perspective of both parties. How would you calculate the return to investors in
this transaction? If you need more information, what information do you need?
2. What is the purpose of each of the terms of the proposed financing?
3. Conduct an analysis of Williams' sources and uses of funds during the first half of 2002. How do you expect these numbers to evolve over the
second half of 2002? What is the problem facing Williams? How did it get into this situation? How has it tried to address the problem it is facing?
4. Some might describe Williams as "financially distressed". What evidence is there that ... Show more content on Helpwriting.net ...
As a USX shareholder, how credible a spokesperson do you consider Icahn to be on this issue?
3. What restructuring option – Icahn's spin–off proposal or the company's targeted stock proposal – will create the most value for shareholders? For
creditors? For the firm's other stakeholders?
4. For what kind of companies is targeted stock most appropriate? Least appropriate?
5. Should the company seriously consider any other options besides doing a spin–off or issuing targeted stock?
6. If the company decides to go ahead with the targeted stock issue, what specific provisions or features should the stock include to ensure maximum
value creation? How closely would you model USX's targeted stock on GM's alphabet stock?
D. Interco.

1. Assess Interco's financial performance. Why is the company a target of a hostiletakeover attempt?
2. As a member of Interco's board, are you persuaded by the premiums paid analysis (Exhibit 10) and the comparable transactions analysis (Exhibit
11)? Why?
3. Wasserstein, Perella & Co. established a valuation range of $68–$80 per common share for Interco. Show that this valuation range can follow from
the assumptions described in the discounted cash flow analysis section of Exhibit 12. As a member of Interco's board, which assumptions would you
have questioned? Why?
4. How would you advise

Mba 570 Complete Course
MBA 570 Complete Course – Saint (Assignments– Dqs – quizzes)
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MBA 570 assignment 1
This writing assignment should be in an essay format. It should use twoor more published news or academic articles which are less than a year old as
cited references. In your essay, you should answer the following questions:
What are value stocks?
What are growth stocks?
What is the reasoning that investorsuse for purchasing valueor growth stocks?
Has valueor growthinvesting worked best over the long term?
... Show more content on Helpwriting.net ...
The old factory needs extensive renovation which will still not leave it as efficient as the new factories planned for the new countries. Therefore, the
NPV of the capital investments involved are equal for all three countries.
You have calculated the NPV of each choice. The NPV of keeping the U.S. factory open is $1,000,000. The NPV of moving the factory to Canada or
Ireland is $10,000,000 and $35,000,000 respectively.
In this writing assignment, you should answer the following questions:
? Where should your factory be located? Why?
? Who are the stakeholders in this decision? How did you take the stakeholders into account when making your decision?
? How does your decision support responsible stewardship and integrity in the context of financial management?
The essay will be in APA format and be 500–1,000 words in length (this range includes everything in the assignment including your name, title, and
citations). Turnitin.com software will be used to ensure that submitted assignment

Mba570 all discussions Module 1 Discussion
This discussion question for this module has two parts. Respond to both parts to receive full credit for this assignment.
Part 1:What is a hostile takeover and what generally happens to the stock price of the firm being acquired in a hostile takeover?
Part 2:How does a hostile takeover

The Pros And Cons Of Imperialism
Beginning around late 1890s America had begun to develop into an empire. There were serval reasons to pursue an empire but it mainly boiled
down to economic and social reasons. United States Naval officer Alfred T. Mahan spoke about how no nation can prosper without a large fleet of
ships engaging in trade and a large navy to protect such a fleet. However there is no new frontiers as most of the land accost the world has been
conquered or is occupied by another nation. Therefore expansion will have to take place at the cost of other civilizations and groups of people.
However a sizable portion of the population may be against expansion if it is shown in the light of murdering innocent people and betraying leaders.
So a new approach was taken to justify imperialism and it hinged on racist ideology. Propaganda was made that showed that the takeover was beneficial
to the inhabitants of those nations. Most of these nations were not developed and pro–expansion propaganda claimed that as a prosperous nation (the
United States) it is our duty to civilize and modernize the world. These claimed leveraged the racist ideology of the time by painting the white man
as developed and futuristic while the natives of other territories as backward savages. Such propaganda also stated it was important to spread
Christianity around the world to save the innocent souls of the savages. Even though this ideology was rooted in racist ideals it morally justified the
conquering of other nations to even the kindest of uninformed souls, and soon the nation was on its way to become an empire. First Hawaii was
tricked into trading then a short but hostile takeover. Later the Spanish war began but quickly ended with now Cuba and the Philippines under
American rule. In this conflict the Philippines agreed to help the United States with the goal of removing themselves from empire rule. However the
United States turned back and now rules over the Philippines. These battles were obviously not blood free and innocent people from Spain and Cuba
died for the economic interests of America.
The progressive area which extended from 1900 to 1916 was a period of massive social changes. The progressives can be loosely defined as people
whom believe

Computech Company Case Mergers&Acquisitions
Company Profile of CompuTech Company
Marco Garibaldi was a computer hacker and began to develop computer programs in the basement of his parents' home. His first software program
named as "WordPro" aroused great interest among the academic and the business communities. That was the story behind the establishment of
"CompuTech Industries" in 1983. The company went to public in 1990 for the first time. By the end of 1995, CompuTech'sstock price was $25 per
share and its outstanding shares were 10,000,000.
CompuTech has developed a solid reputation especially for reliability and timely introduction of new products. Besides, it supplies a toll–free telephone
service in order to identify and correct program bugs. Its products are ... Show more content on Helpwriting.net ...
M&A is useful especially when the management of target firm is not so successful. After acquisition new management can increase value of the target
firm by well managing, decreasing costs and increasing efficiency.
The last one is about synergy. When two firms are combined, an extra value for occurs for the companies apart from the summation of their standalone
entity. It refers to synergy.
From society's point of view synergy is the most justifiable motive. Shared know–how, intangible resources (generally human resources, corporate
culture, business creation etc.), more efficiently used physical resources, economies of scale, reduced costs lead more successful business. They are
advantages for different stakeholder parties within the company as well. Also it increases competitiveness in the industry. It turns into offering best
efforts for the wellbeing of customers. It can be seen as an equation, which gives more than its numerical total: one plus one is more than two for every
one.
Another socially justifiable motive is control. Changing the control of the firm will increase shareholders' wealth (that is the ultimate goal in business)
and thus it increases benefits of shareholders. After M&A most of the companies are managed and controlled more successfully than the previous
managers.
On the other side, there are some motives, which can't be justified socially. Tax consideration can't be justifiable from

Cadbury Takeover
Case Study: Cadbury Takeover
Introduction:
In the beginning of 2010 the US food giant took–over one of the most famous British confectionary companies, Cadbury, affectively making Kraft the
largest food confectionary company in the world (Smith, 2010). According to Rigby and Masters (2010) the takeover "was one of the biggest – and most
hotly contested – acquisitions in the UK". The process was exhaustively followed by media, which criticized inability of British Government to limit
takeovers of such famed British brands in the future – as it is part of the British identity. Moreover, during such process a large number of employees
have suffered, not only through a large number of redundancies, but also through the change in management ... Show more content on Helpwriting.net ...
According to Lawrence Hrebiniak: "Kraft ... has scared off Cadbury employees by trying to make their decentralized culture fit the US company's
highly structured approach" (Lucas and Rappeport, 2011). For Cadbury's employees this meant increased uncertainty about their future employment
overall, as well as structure of the internal relationships and management style, especially as a result of a closure of a number of factories as well as
mass redundancies (Stiff and Ralph, 2011).
Employees on the lower level of the hierarchy had to get used to new structure of the company, which meant that many of them have to report to
different managers than previously. On top of that, due to the merger, employees of two different companies now have to work side–by–side, and
considering that employees of Kraft feel "they should be dominant" (Lucas, 2011), it can reflect negatively on the relationship between employees not
only vertically on the hierarchy, but also horizontally. Of course, relationships are not changing only for Cadbury's employees, Kraft workers are also
directly affected (Lucas, 2011), as takeover involved changes for them also – including closure of Kraft factories and redundancies of Kraft's
employees (Stiff and Ralph, 2011).
The takeover had also impact on the employees higher up on the hierarchy. As mentioned by one of

Revlon V. Mcandrews And Forbes
Revlon v. McAndrews & Forbes: Less than a year later, the Delaware Supreme Court circumscribed directors' freedom of action by holding in this case
that, once a sale is in progress, the director's duty switches from protection or maintenance of the corporate enterprise to obtaining ''the highest price for
the benefit of the shareholders. In other words, once directors understand that the takeover will be successful, their duty is simply to obtain the best
price for the shareholders.
The first precedents of the Delaware Supreme Court show that the standards were reluctant to the permissiveness in adopting defensive measures.
Rather, the courts preferred the passivity of the board. However, 4 years later the standards changed when the Court relaxed the reins that had been
tightened in Unocal and Revlon.
Paramount Inc. v. Time Inc.: The court gave more leeway to directors in deciding on defensive measures, even after it was inevitable that the target
would be sold. The court held that directors of target could consider factors other than money values of the offers, including the amount of information
available to shareholders, the conditions attached to the offers, and the timing. These factors might justify defensive measures. These defenses were
called ''just say no defenses''. They refer to the ability of directors to simply reject takeovers for the purpose of protecting the constituencies of the
company.
Unitrin v. American General: The Supreme Court of Delaware expanded

Advantages And Disadvantages Of Golden Parachutes
Golden parachutes" get a lot of press, and they always sound like elite packages for high–level executives. Very few people get them, and very few
people know how they work.
Companies usually reserve them for executives at the top of the organization chart, and these contracts establish an agreed–upon compensation package
that the employee would immediately receive upon termination. The benefits package usually includes a list of specific terms that explain what the
terminated employee will receive.
How a Golden Parachute Works
When someone is offered an executive position at a firm, the contract will often include a golden parachute clause. This clause states the amount of
severance pay, stock options, and cash bonuses that he or she would ... Show more content on Helpwriting.net ...
Expose the fact that executives may not be objective in the event of a takeover. During a merger or any other agreement that may affect a company's
future, an executive has a sworn duty to look after the company's best interests. Critics argue that they shouldn't need a golden parachute to remain
objective during this process.
5.May not necessarily discourage hostile takeovers. Golden parachutes make up a small percentage of the cost of a merger. In the scheme of things,
they're not a major inhibiting factor when it comes to preventing hostile takeovers.
Classic Examples of Golden Parachutes
There are a number of famous cases involving the use of golden parachutes. Many of these cases have fueled outrage on the part of investors, the
general public, and in some cases, law enforcement. Some of the most noteworthy cases include:
Tony Hayward of British Petroleum
Tony Hayward was the CEO of British Petroleum (BP) during one of the most infamous oil spills in history. He was subsequently fired for poor
leadership, but he left with a severance package of over $1 million (the same amount he'd make in a year) and a pension close to $12 million. This
agreement created headlines such as "$12M Payoff for Captain

Success : The Nurture Achievement
Success: The Nurture Achievement
According to the Outliers, Malcolm Gladwell views success as a byproduct of history and community, of opportunity and legacy (285). Although
everyone tries to become successful in their life, not all of them get their success because they all have different backgrounds, grow in different
environments and different cultures. Moreover, these different situations determine a person's success by providing different chances. So, the many
opportunities the environment provide, the more successful they become. Therefore, success is derived from the environment, and people achieve it
through nurture because the community and family supports give a lot of chances, benefits and encouragements that make them become ... Show more
content on Helpwriting.net ...
In addition, my evidence is important because I am trying to say that he had reached his way too superior in programming than anyone at that time.
Thus, that superiority in the programming field gave him a chance to obtain a lot of experiences compared to other people in that period of time.
Without that best environment, supports and the first biggest opportunity that he got at Lakeside, he wasn't famous and successful in his life. As the
result, the opportunities and experiences that people get from their environments are the main reasons for them to attain their success.
Although people were not born from the wealthy family backgrounds, the situations such as policy changes and depression period also help their
weakness to turn into their success. In Chapter Five, Gladwell explains how Joe Flom's life turned out to be famous and an expert in a law firm because
he involved in the situation when the old law firm was fallen and the new law policy was created. Since Flom was the Jewish when Jews were
heavily discriminated against, it was really hard to become a lawyer in the old–line law firms. Then, the old–line law firms had corporate lawyers who
represented country's largest companies, and they handled the taxes and the legal work behind the issuing of stocks. However, they didn't do litigation
and proxy fight because they did not deal with the hostile corporate takeovers.

Nina's Fashions Case Study Essay
Nina's Fashions Inc. Case Study There are 7 vital parts to completing this comprehensive analysis of whether Nina's Fashions and their management
should acquire the Chic Company. 1) Gather information regarding mergers and present it to Nina's board of directors. 2) Discuss reasons and
factors justifying mergers, including their benefits to society and each company. 3) Discuss the Pro's and Con's of a hostile versus friendly mergers,
along with some data on how shareholders from each side have fared in past mergers. 4) Do a sensitivity analysis of all data that was estimated and
used in the merger analysis. 5) How to start negotiations, the beginning offer, and the max price per share. 6) Try to justify buying Chic... Show more
6.Calculate the unlevered firm value as the present value of the unlevered horizon value and the FCFs at the unlevered cost of equity. 7.Calculate the
value of the tax shields as the present value of the tax shield horizon value and the individual tax shields. 8.Calculate Vops as the sum of the unlevered
value and the tax shield value. INPUT DATA:KEY OUTPUT:Premerger Data:Discount rate17.85% Beta of target1.2Terminal Value$15,274,752 Debt
ratio of target40.0%Acquisition value$3,590,958 Tax rate of target30.0%Maximum offer price$0.72 Number of shares5,000,000 Postmerger Data:Debt
ratio after merger50.0%Tax rate after merger40.0%Terminal growth rate5.0%Market Data:Risk–free rate10.0%Market risk premium6.0%======
MODEL–GENERATED DATA:Discount Rate Analysis:Terminal Value Analysis:Premerger beta1.20 Terminal growth rate5.0% Unlevered beta0.82
Terminal value CF$15,274,752 Postmerger beta1.31 Discount rate17.85%Cash Flow Statements:1993199419951996 Net sales$4,000,000 $6,000,000
$7,500,000 $8,500,000 Cost of G.S.:50.0%2,000,000 3,000,000 3,750,000 4,250,000 Depreciation400,000 450,000 500,000 550,000 Selling/admin
expense300,000 400,000 500,000

Testing the Inefficient Management Hypothesis: Are United...
Auzius Kazombo Mwale
Department of Accounting & Finance
Testing the inefficient management hypothesis: Are United Kingdom mergers and acquisitions disciplinary?
This thesis is provided in fulfilment of the requirements of the degree of Doctor of Philosophy at The University of Stirling
May 2007
ACKNOWLEDGEMENTS
I would like to thank various people to whom I am indebted for assisting me in producing this thesis. I am greatly indebted to Professor Robin
Limmack for assisting me with the groundwork for this study. I am greatly indebted to Dr Kevin Campbell, my principal supervisor for his continuous
support and guidance throughout the period of study.
I would to thank the Faculty of Management and the Department of Accounting and ... Show more content on Helpwriting.net ...
3.1 CLASSIFICATION OFTAKEOVER BIDS: 41
EVALUATION OF SHARE PRICE PERFORMANCE
3.2 FREQUENCY DISTRIBUTION OF TAKEOVER BIDS RELATIVE TO CADBURY REPORT PUBLICATION 43
4.1 SHARE PRICE PERFORMANCE OF BIDDERS AND TARGETS (MM) 76
4.2 SHARE PRICE PERFORMANCE OF SUCCESSFUL BIDS (MM) 76
4.3 SHARE PRICE PERFORMANCE OF LAPSED BIDS (MM) 77
4.4 SHARE PRICE PERFORMANCE: TOP MANAGEMENT
CHANGE(MM) 77
4.5 SHARE PRICE PERFORMANCE: NO TOP MANAGEMENT
CHANGE(MM) 78
4.6 SHARE PRICE PERFORMANCE: FRIENDLY BIDS (MM) 78
4.7 SHARE PRICE PERFORMANCE: HOSTILE BIDS (MM) 79
4.8 SHARE PRICE PERFORMANCE OF BIDDERS AND TARGETS
(MAR) 79
4.9 SHARE PRICE

Friendly Takeover
Introduction
This is a research assignment regarding the analysis of a friendly takeover example and a hostile takeover example in the year 2010 to 2011. As for
the friendly takeover acquisition, it is still in process with a vertical business combination of building materials supper and peat moss distributor. As for
the hostile takeover acquisition, this is a Horizontal Business Combination of two mineral mining companies.
Friendly Takeover Example –Vertical business combination
IKO Enterprises Ltd. acquiring Sun Gro Horticulture Inc.
Company Background
Acquirer – IKO Enterprises Ltd.
IKO is a global leader in the manufacture and supply of asphaltic and bituminous waterproofing products. Group head quarters are in Alberta, Canada,
to pursue a plan of arrangement of acquisition.
Expected Benefits in Acquisition
New Pacific Metals Corp. seeks to control Tagish Lake Gold Corp. and managed the subsidiary for this hostile takeover bid. New Pacific has completed
the acquisition of a 100% interest in Tagish Lake Gold Corp. and it will operate as a wholly owned subsidiary of New Pacific., and will share its main
asset which "comprises 982 mining claims covering a 178 square kilometer area located approximately 80 kilometers by road south of Whitehorse,
YukonTerritory, Canada."
Result and Actual Benefits Received after Acquisition
After acquiring Tagish Lake Gold Corp., New Pacific share price went up from $1.63 per share to $2.15 per share (Feb. 11th 2011). New Pacific now
has rights to develop Tagish Lake's Skukum Gold Project to production while carrying out exploration on the project to grow its resource.
Conclusion
After finished this research project of friendly and hostile takeover cases, I found out that most hostile takeover cases had difficulty in negotiating
prices with acquires. New pacific Metals Corp. and Tagish Lake Gold Corp. is a example. After the acquirer offering a fairly high price, they still got
strongly rejected from acquiree. By the time the acquiree's stock price is likely to rise after the announcement of the hostile takeover. I think it is
because there was more attractive to investors to hold

Case Study On Mergers And Acquisitions
CHAPTER 1 INTRODUCTION 1.0Overview of Study Mergers and Acquisitions (M&A) is a precise significant strategic interchange to sustain in
competitiveness within the global market and it turns out to be one of a popular tools for corporate–level strategy. M&A is the amalgamation of two
corporate entities to convert into solitary legitimate entity by combining resources and capabilities in order to attain a competitive advantage. Merger
typically means reunion two particular companies together on equivalent basic whereas acquisition ordinarily means a greater sized corporation
procuring a smaller sized corporation. The M&A activity has been continuously increased over the last 100 years and this phenomena is described by
several M&A 'waves' (refer to Table 1). Table 1: Waves of M&A activity NamePeriod
Vertical mergers. Conglomerate or diversifying mergers. Hostile takeovers, more leverage, more going private transactions, and dominated by mixtures
the medium and small sized companies. Large M&A deals, cross–border mergers and strategic combinations. Shareholder activism, private equity and
leverage buyouts (LBO). Source: Bruner (2004) and Lipton (2006). Malik, Anuar, Khan, and Khan (2014) further explained this different waves in
mergers as first merger wave was failure to acquire advantage from horizontal M&A activity due to mismatch transactions with exploit established
goals and objectives. The principal objective for the second merger wave intended to move

Nandy
Poison Pill Use in the Banking Industry
Introduction
The 1980s was an era of expansive mergers and acquisitions fueled by the popularity of corporate raids. Although this drastically changed the landscape
ofmany industries, the banking industry was relatively untouched. Commercial banks were protected from hostile takeovers by federal regulations. The
McFadden Act of 1927 and the Bank Holding Company Act of 1956 supported the existence of 24,495 small banksl in 1985.However, by 2003 there
were 11,021 small banks and 80 banks had adopted a poison pill plans (Critchfield, Davis, Davison, Gratton,Hanc, Samolyk, 2004). The Riegle Neal
Interstate Banking and Branching Efficiency ... Show more content on Helpwriting.net ...
The Takeover Code also restricts the corporate actions of target companies during the offer period, such as transferring assets or entering into material
contracts and prohibiting issue of any authorized but unissued securities during the offer period . Furthermore, the shareholder rights plan sanctions
the target companies to issue shares at a discount and warrants which convert to shares at a discount, even without shareholder approval, which is
illegal in the Indian context unlike the U.S. where companies are permitted to do so. The DIP Guidelines require the minimum issue price to be
determined with reference to the market price of the shares on the date of issue or upon the date of exercise of the option against the warrants. Such
issue must also be approved by shareholders. Without the ability to allow its shareholders to purchase discounted shares/options against warrants, an
Indian company would not be in a position to dilute the stake of the hostile acquirer and also seeking shareholder approval in the event of a takeover
attempt is a very time–consuming process, thereby making impossible poison pills to operate within the existing Indian legal framework. Apart from
this, in the event of a takeover bid, all the directors of the target company may be removed in a single shareholders meeting, as permitted under the
Companies Act, 1956, thus making futile the Staggered Board defence available to foreign companies.
Thus,

Poison Pills
[1] Please descirbe the purpose of First–Generation Poison Pills; Second– Generation Poision Pills and Third Gereration Posion Pills.
[2] Impact of Poision Pills on Stock Prices.
[3] List the Preliminary Takeover Steps: a) Bidding Strategies b) Casual Pass c) Bear Hugs
[4] What is Tender Offers
Throughout the years many acquisitions have been hostile, which has led to companies to creative preventative and defensive takeover methods.
Preventative is used as a way to reduce the likelihood of a takeover, and defensive measure (active measures) are used afer a hostile bid has been issued.
Keeping the company successful with shares at a high cost prevents short–term gain ... Show more content on Helpwriting.net ...
Another method is the White Knight, which is when the company doesn't want the acquiring company to takeover, they find a more suitable
company to acquire them instead. This may be done to prevent the disassembly of the target. Takeover tactics have been used throughout history.
Three important tactics are Bidding strategies, Casual pass, and Bear hugs. Bidding strategy is 2/3 successful to the 1st bidder. Bidders have to
watch out for not only the target company, but also for other bidders. There has been a higher successrate on bidders who actually contact the
target company first in hopes of a more amiable bid. A second bid can be even more successful, therefore the first bidder shouldn't offer too much
to prepare for a comeback bid. This is called Optimal Bidder. Casual pass is an informal overture before bidding . The problem with this is that it
gives the target advance warning of the possible takeover. Bearhugs apply pressure to the target before bidding. The acquirer contact the Board of
directors and state that they will go to the stockholders and present an offer to them without the Board's consent. This forces the target to take a public
position and puts pressure on the Board because it must consider the offers or they violate fiduciary duties. Tender offers have been debateable over
the years. There is no specific definistion as to what

Computer Concepts/Computech Merger Analysis
Case 70
Computer Concepts/CompuTech
Merger Analysis
QUESTIONS
Question 1 Several factors have been proposed as providing a rationale for mergers. Among the more prominent ones are (1) tax considerations, (2)
diversification, (3) control, (4) purchase of assets below replacement cost, and (5) synergy. From the standpoint of society, which of these reasons are
justifiable? Which are not? Why is such a question relevant to a company like CompuTech, which is considering a specific acquisition? Explain your
answers.
Answer: Synergy is by far the most socially justifiable reason for mergers. Synergy occurs when the value of the combined enterprise exceeds the sum
of the values of the pre–merger firms. (If synergy exists, the whole is ... Show more content on Helpwriting.net ...
Merger motives that are questionable on economic grounds are diversification, purchase of assets below replacement cost, and control. Managers often
state that diversification helps to stabilize a firm's earnings and reduces total risk, hence benefits shareholders. Stabilization of earnings is certainly
beneficial to a firm's employees, suppliers, customers, and managers. However, if a stock investor is concerned about earnings variability, he or she can
diversify more easily than the firm can. Why should Firm A and Firm B merge to stabilize earnings when stockholders can merely purchase both stocks
and accomplish the same thing? Further, we know that well–diversified shareholders are more concerned with a stock's market risk than with its total
risk, and higher earnings instability does not necessarily translate into higher market risk.
Sometimes a firm will be touted as a possible acquisition candidate because the replacement value of its assets is considerably higher than the firm's
market value. For example, in the early 1980s, oil companies could acquire reserves more cheaply by buying out other oil companies than by
exploratory drilling. However, the value of an asset stems from its expected cash flow, not from its cost. Thus, paying $1 million for a slide rule plant
which would cost $2 million to build from scratch is not much of a deal if no one uses slide rules.
In recent

Conrail Case Study
Question 1 Railroading industry overview: The Railroad revolution in the United States began in the early 1800s. The developed infrastructure was
used for freight transportation business. In the mid–1800s the industry experienced explosive growth, followed by significant consolidation in 1870.
The rail road companies initiated expansion through acquisitions in attempt to reduce marginal costs and increase their market share. As a result of this
competition, a number of cartels were formed; therefore the federal government intervened and established regulation on railroad mergers,
infrastructure construction and divestments. On the other hand, the government initiated enormous investments in highway infrastructure, which
resulted in the... Show more content on Helpwriting.net ...
The combination of intermodal services (transportation of truck trailers and container by rail–car) and network expansion would result in higher
operation efficiency to compete with the trucking industry. In addition, the maritime and the railroad presence of the merged company would result in
economies of scope. The universal container would promote better branding and it would open the business to international trade. The industry
consolidation and the merger of CSX and Conrail would create the 2nd largest company in US and the largest in the Eastern region; therefore the
company would increase its market power in the freight transportation business, gaining revenues from its competitors Norfolk and the trucking
industry companies. The financial synergies of the deal would lead to improved economies of scale in financing. The size of the merged firm would
increase the debt capacity and tax debt shield, therefore dilute financing costs. Although the management of both CSX and Conrail were convinced in
the success of this merger, individually the companies were the least efficient (higher operating ratio) among the three leading railroad companies in the
East. This potential weakness could result in a concern about the management synergies of the deal. Following the merger announcement of $8.3bn of
CSX–Conrail in 1996, the third largest railroad company in the Eastern region, Norfolk proposed a hostile offer of $9.1bn for Conrail. The concerns of
a potential

The Organic Foods Selection Between Ten Projects
INTRODUCTION
This case–study exanimate the Organic Foods selection between ten projects, totaled в‚¬208 million. However, evidence suggest that the Organic sales
have been static since 1990, the managers needed to introduce more new products to expand the market presence and boost the company sales.
Although the Organic Food board of directors limited the capital budget from в‚¬ 80 million. The challenge of this case is the selection and allocation
of the "scares" funds among those compelling projects.
This paper will be divided in three section. The first section will be discussed about the possible threat of the hostile takeover. The second part will be
discussed about the financial analysis of the projects the potential problems comes with it and it will consider the division of the projects in the
aggregate project plan. Finally, the third part will provide recommendations of the projects to select to the Board of Directors, followed by some
comments and implications in the conclusion section.
HOSTILE TAKEOVER
The potential threat of hostile takeover and the importance of 1993 for Organic Foods
A hostile takeover is a situation in purchase and sale transaction which take place against the will of the board of directors of a purchased company
(Puziak and Martyniuk, 2012). In Organic Foods, the sales have been static since 1990, the management attribute this to the low population growth in
northern Europe and market saturation in other areas.

Group 5 Final Paper Free Range v4
Free Range: A Case for International Operations
Group 5
Katherine Stone, Michael Williams, Shawn Williams, Horace L. Wynn, Scott Terry
AMBA 610 UMUC
Part A: Potential Advantages and Shortfalls of Various Globalization Strategies
Globalization strategies have been an issue for any organization that intends to increase its international presence. Free Range Foods has decided to
grow operations in France, the United Kingdom, and other regions throughout the globe. The recommended strategies Free Range Foods should
consider utilizing in order to strengthen its position in the international market are 1) Merger and Acquisition/ Takeover and 2) Strategic Alliances. Both
strategies are effective in obtaining an entry into the ... Show more content on Helpwriting.net ...
Producing and maintaining a product is hard enough domestically and is only further compounded with the addition of taking further components into
consideration.
A major factor that Free Range needs to consider is how they will like to set up their international organization. According to Jones (2013), a
multidomestic strategy is defined as one which haswhen you have a corporateion headquarters and establishesdevelop divisions in each country or
region where ityou would like to do business in. Authority in these divisions would be given to the managers located in eachthere. The divisions
would develop and market products in a way that focuses on the region of the globe they are locatedin (Jones, 2013, p. 464). This is important to
consider because what Americans want out of a product can be very different than what Europeans expect out of a product. For example, there are
many different types of cheeses available in Europe that are not available in America, so it would be important to understand the culture and
expectations of consumers in the country/region where a company doesyou are doing business in. The Multidomestic approach will allow you to form
your products to satisfy the needs and wants of the consumers in that area.
One of the primary factors to consider is the cost of establishing the business in a foreign market. France maintains market for organic products but the
products are sold at a much higher rate than traditionally farmed

Hostile Takeovers Microsoft V. Oracle
PeopleSoft v. Oracle: Hostilities Involved in a Takeover
Precious Richey
OMM 640 Business Ethics and Social Responsibility (MFF1226A)
Instructor – Ken Edick
Submitted: 7/23/2012
Abstract
The hostile takeover of PeopleSoft by Oracle was the results of a lengthy court battle that raised many issues. One issue in particular concerned
anti–trust laws and their application to technology companies. The Department of Justice, in an attempt to block the takeover, argued that a merger of
this nature would lessen competition and ultimately limit customer choice. An appellant court judge ruled that this case did not meet the criterion of an
anti–trust breach and ruled in favor of Oracle. Never the less, many other factors ... Show more content on Helpwriting.net ...
The hostile takeover bid came on the heels of PeopleSoft's announcement to purchase another software company, J. D. Edwards. The planning of
Oracle's announcement was seen as an attempt to undermine this transaction (Lohr, & Flynn, 2004). The executives of PeopleSoft also argued
that the merger should not be allowed because of anti–trust laws. The Department of Justice took up PeopleSoft's claims and filed suit to block the
merger on the anti–trust argument that this merger would "end fierce head–to–head competition that has brought customers lower prices and better
products" (Lohr, & Flynn, 2004, par. 10).
Another reason the PeopleSoft's executives rejected Oracle's takeover bid was the risk that Oracle would discontinue PeopleSoft's products which
would damage the company, stockholder value, employees and current customers. It was speculated that the takeover would cause the dislocation of
8,000 PeopleSoft employees (Kirby, 2003). The cause of the concern was Oracle's stated position that it was only interested in PeopleSoft's lucrative
customer base and had no interest in supporting the company's products (Lamonica, 2004).
A final reason for the takeover rejection by PeopleSoft executives related to the position that Oracle's initial bids undervalued the company based on
financial performance and market position

Oracle vs. Peoplesoft: a Hostile Tender Offer Analysis
Introduction
It all kicked off on 6 June 2003, when Oracle ambushed PeopleSoft with a hostile takeover bid valued at $5.1 billion just four days after PeopleSoft
agreed to a $1.8 billion deal with J.D. Edwards. The acquisition fight lasted over 18 months and has become a staple in business and law school case
studies.
PeopleSoft specialized in Enterprise Resource Planning (ERP) software solutions. It was very strong in human resource software and other back–office
functions, competing with SAP and Siebel; however, as the ERP space began to see dramatically reduced growth, PeopleSoft's sales began to lag.
Company leaders saw the acquisition of smaller J.D Edwards as a way to bolster and expand its business into enterprise ... Show more content on
Helpwriting.net ...
Assuming the board and management team were focused solely on building shareholder wealth, the priorities turned on determining whether the
offer was genuine, and if so, obtaining a best offer from Oracle that clearly exceeded the forecast growth of the company as a standalone entity. In
this case, even with the mere six percent industry growth rate forecast, PeopleSoft's share price could be expected to top $16 within a year. Clearly,
Oracle's offer was not one to be taken seriously. However, it was a point at which negotiations could begin. Given that the case review indicated that
the board believed that Oracle's bid was a valid threat, but not one that fully valued the company, management turned to traditional antitakeover
defenses to make Oracle's goal unpalatable. Tactics included adoption of a poison pill defense and consideration of a Customer Assurance Program
(CAP). The board's strongly negative rejection of Oracle's initial offer, continued negotiations to close the J.D. Edwards deal, and adoption of takeover
defenses were designed to maintain a consistent and profitable operation and boost stock price to so that Oracle had to raise its offer price a lot if it
wanted to acquire PeopleSoft, while incidentally maximizing shareholders' benefits.
Independent directors' Reactions and Strategies
Reaction to the hostile bid
The board established

M and a
Definition of 'Goodwill' An account that can be found in the assets portion of a company's balance sheet. Goodwill can often arise when one
company is purchased by another company. In an acquisition, the amount paid for the company over book value usually accounts for the target firm's
intangible assets. Investopedia explains 'Goodwill' Goodwill is seen as an intangible asset on the balance sheet because it is not a physical asset such
as buildings and equipment. Goodwill typically reflects the value of intangible assets such as a strong brand name, good customer relations, good
employee relations and any patents or proprietary technology. Definition of 'Negative Goodwill' A gain occurring when the price paid for an
acquisition is... Show more content on Helpwriting.net ...
For example, when Blockbuster started feeling the pinch from other, cheaper DVD retailers and cable companies offering video–on–demand and easy
video recording, Viacom announced plans to split–off of its 81.5% stake in the one–time video rental giant and was even willing to absorb a $1.3
billion charge to do it. The split–off was completed in 2004. On Sept. 23, 2010, Blockbuster filed for Chapter 11 bankruptcy protection. Definition of
'Spinoff' The creation of an independent company through the sale or distribution of new shares of an existing business/division of a parent company.
A spinoff is a type of divestiture. Investopedia explains 'Spinoff' Businesses wishing to 'streamline' their operations often sell less productive, or
unrelated subsidiary businesses as spinoffs. The spun–off companies are expected to be worth more as independent entities than as parts of a larger
business. Definition of 'Forward Triangular Merger' The acquisition of a target company by a subsidiary of the purchasing company. The only
difference between a forward triangular merger and a direct merger is that a subsidiary of the purchasing company, not the purchasing company itself,
is the entity that acquires the target. Forward triangular mergers, like direct mergers and reverse triangular mergers, can be either taxable or
nontaxable, depending on how they are executed and other

Boeing Pros And Cons
When analyzing investment decisions, we did not consider in any detail the largest investment decisions that most firms make, i.e., their acquisitions of
other firms. Boeing's largest investment of the last decade was not a new commercial aircraft but its acquisition of McDonnell Douglas in 1996. At the
time of the acquisition, Boeing's managers were optimistic about the merger, claiming that it would create substantial value for the stockholders of both
firms. What are the principles that govern acquisitions? Should they be judged differently from other investments?
Firms are acquired for a number of reasons. In the 1960s and 1970s, firms such as Gulf and Western and ITT built themselves into conglomerates by
acquiring firms in other lines of business. In the 1980s, corporate giants like Time, Beatrice and RJR Nabisco were acquired by other ... Show more
This was the case, for instance, with the leveraged buyouts of firms such as RJR Nabisco in the 1980s. Figure 26.1 summarizes the various transactions
and the consequences for the target firm. Another firm
Merger
Consolidation
Tender offer
Acquisition of assets
Buyout
Target firm becomes part of acquiring firm; stockholder approval needed from both firms
Target firm and acquiring firm become new firm; stockholder approval needed from both firms.
Target firm continues to exist, as long as there are dissident stockholders holding out. Successful tender offers ultimately become mergers. No
shareholder approval is needed.
Target firm remains as a shell company, but its assets are transferred to the acquiring firm. Ultimately, target firm is liquidated.
Target firm continues to exist, but as a private business. It is usually accomplished with a tender offer.
Figure 26.1: Classification of Acquisitions
3
A firm can be acquired by its own managers and outside investors The Process of an

Essay about Cash Flow Analysis
1.Several factors have made Interco an attractive takeover target: 1) Interco's stock is undervalued due to poor performance in the apparel and
general merchandising divisions, which have weakened Interco's valuation as a whole. 2) As stated by the equity analysts, Interco is an over
capitalized company with potential to grow, which makes an acquisition easy to finance. 3) Interco is also a cash generative target for a potential
acquirer as it generates approximately $0.10 of operating cash flow for every dollar of sales. 4) The company is also structured in a way that it could be
broken up and sold into its constituent parts, which could prove to be worth more than the whole.
2.As a member of the Board of Interco, neither the ... Show more content on Helpwriting.net ...
oThe projected operating margin of 6.4% is much higher than the recently declining trend of 7.3%, 5.5% and 2.5% for the last 3 years, respectively.
Footwear division's projected growth rate of 6.3% is significantly lower than the recent performance of 19% and 34% over the last two years
respectively. Also, it is projected to be the lowest of the four divisions despite being the best performer recently.
Terminal value multiples of 14x–16x seem high. The Board should ask for additional support to validate these assumptions
Discount rate of 10–13%. 10% seems low given the corporate bond rates and the risk free rates given in Exhibit 14. We should also perform a
Weighted Average Cost of Capital calculation based on the desired equity return of the investors and the potential Debt/Equity ratio. A preliminary
estimate assuming a 60%/40% D/E ratio, a required equity return of 20%, a required debt return of 10% and a 41% tax rate would require a minimum
discount rate of 11.5%.
4.Given the information provided, $70 seems like a reasonable offer worthy of consideration. The $70 offer is in range based of the Wasserstein
analysis and Rales has indicated its willingness to increase the bid if supported by further due diligence. There is no reason to believe that Interco
could potentially get a higher bid given that no other suitors exist and also given the recent performance of the stock prior to the news of the initial
takeover offer.

Hedge Fund Activism : Corporate Policy
Hedge Fund Activism
1. Background
Shareholder activism refers to the active influence on corporate policy and practices through the use of ownership position1. Activism can be
advocated by a single minority investor, or large institutional investors with majority stakes in the organization such as mutual funds and pension
funds2. The history of shareholder activism can be traced back 80 years ago when a court decision sided with dissident shareholders and reinstated the
special dividend that Henry Ford chose to cancel3. Shareholder activism in the United States continues to evolve, expand, and increase in influence
since then. In the late 1980s, shareholder activism takes on a more aggressive paradigm through engagement in hostile takeovers and
leveraged–buyouts to gain control of undervalued and underperforming companies3. In the 1990s, shareholder activism took on a less aggressive form
of activism – favoring abstentions and withholding votes for essential proxy issues – to advocate operational, financial, and governance reforms in a
company. The implications from the early landscape of shareholder activism, however, has largely been inconclusive since the period was plagued by
many regulatory and structural barriers such as free–rider problems, and conflict of interest4.
In recent years, hedge fund activists have been growing in prominence around the world as a new breed of shareholder activists and the latest form of
corporate governance mechanism. Hedge fund activists

Finance Management Overview Essay examples
CHAPTER 1
AN OVERVIEW OF FINANCIAL MANAGEMENT
Forms of business organizationAnswer: c
[i].Which of the following could explain why a business might choose to organize as a corporation rather than as a sole proprietorship or a partnership?
a.Corporations generally face fewer regulations. b.Corporations generally face lower taxes. c.Corporations generally find it easier to raise capital.
d.Corporations enjoy unlimited liability. e.Statements c and d are correct.
Firm organizationAnswer: a
[ii].Which of the following statements is most correct?
a.One advantage of forming a corporation is that you have limited liability. b.Corporations face fewer regulations than ... Show more content on
Helpwriting.net ...
Corporations and partnerships have an advantage over proprietorships because a sole proprietor is subject to unlimited liability, but investors in the
other types of businesses are not. e. Firms in highly competitive industries find it easier to exercise "social responsibility" than do firms in oligopolistic
industries.
Miscellaneous conceptsAnswer: e
[x].Which of the following statements is most correct?
a.One advantage of organizing your business as a corporation is that your shareholders are not subject to limited liability. b.Restrictive covenants in
debt agreements are an effective way to reduce agency conflicts between stockholders and managers. c.Managers generally welcome hostile takeovers
since they often increase the company's stock price. d.Statements a and b are correct. e.None of the answers above is correct.

Partnership formAnswer: d
[xi].Which of the following statements is most correct?
a.In a partnership, liability for other partners' misdeeds is limited to the amount a particular partner has invested in the business. b.Partnerships must be
formed according to specific rules that include the filing of a formal written agreement with state authorities where the partnership does business. c.A
fast–growth company would be more likely to set up a partnership for its business organization than would a slow–growth company. d.Partnerships have

The Rosneft 's Takeover Tnk Bp
Introduction
This research is going to investigate the Rosneft's takeover TNK–BP in 2013. The main focus of the essay is the effect of the acquisition on HRM of
the new company and the emphasize of the important change management strategy to unite employees from 2 companies under goal with shared
beliefs and minimize the cultural clashes between employees from different organizations.
"Most research indicates that M&A activity has an overall success rate of about 50%–basically a coin toss." (Robert Sher). A research needs to be
carried out to minimize the possibility of failure of the takeover. The investment of 35 billion pounds should be guaranteed with more success rather
than 50/50. The change management strategy should be used ... Show more content on Helpwriting.net ...
Employees are experiencing discomfort as they haven 't get used to the new culture yet (Secondary Research).
Background Information/Body
Before the takeover Rosneft was owned by government and it was the largest oil company in Russia. The cost of the acquisition was $55bn. This
takeover is one of the most expensive in the world. Rosneft controlled 25% of the market and the marketshare is keep growing."Rosneft has taken over
TNK–BP in a $55bn (ВЈ36bn) deal that will make the Russian state–owned oil company by far the world 's largest listed oil producer." (http:/
/www.theguardian.com/business/2013/mar/21/rosneft–takes–over–tnk–bp). Founded in 1995 Rosneft became the major oil extracting company in RF.
TNK–BP is a joint venture which was formed by two companies TNK(Tyumenskaya Neftyanaya Kompaniya, Tyumen Oil Company) and BP (British
Petrolium). TNK on its own was growing rapidly and the company was gaining market share each year. After the joint venture with BP the growth
didn 't go as it planned to be. The fundamental disagreements in the objectives of the 2 sides prevented the successful development. Both companies
owned 50% of shares and to make a decision it was required to have an agreement of both sides. "BP view TNK–BP as a Russian subsidiary, TNK–BP
view it an oil company with global ambitions. The latter implied it would be a competitor to BP."

Case Analysis: Unilever And Kraft Heinz
"AOL and Time Warner, Sanofi
–Aventis and Genzyme Corp, and Nasdaq OMX/Intercontinental Exchange and NYSE Euronext". Do these
corporations ring a bell? They are, in order, the top three most hostile takeovers of all time. The question that recently arose in the corporate
governance industry was whether Unilever and Kraft Heinz would be added to the list of hostile takeovers. With the approval of their key investors,
Warren Buffet and Jorge Lemann, the in 2015 formed merger company Kraft Heinz offered Unilever 143 billion US dollar as an attempt to seal what
could have been the second–largest corporate deal in history. Unilever and Kraft Heinz combined would create a food and beverage giant worth $84.8
billion, a close second to Nestle, which is worth $91.2 billion.... Show more content on Helpwriting.net ...
Kraft Heinz has a month to make a firm and final bid before the company is obligated to surrender and wait six months before being allowed to
attempt a new takeover. Due to this rule drafted in U.K. takeover rules and the initial decline from Unilever, it had every sign of becoming a hostile
takeover. If Kraft Heinz had not withdrawn their bid, would this have turned into a hostile takeover, would Unilever be protected, in what way and
should protection even be necessary? This essay will focus on different methods of somewhat rather controversial strategies of protecting your
company from hostile takeovers and whether Unilever is already protected from hostile takeovers and if protection is

Company Analysis : Usg Corporation
USG Corporation is a consolidation of thirty–five gypsum companies, dominated the highly competitive and price–sensitive gypsum with the lion share
of 50% of the market. USG through its subsidiaries manufactured and distributed the building materials for residential construction (36% of sales),
nonresidential construction (29% of sales), building repair & remodeling (25% of sales) and finally the industrial processes (10% of sales). USG
operates under four major divisions, Gypsum, Interior Systems, Wood fiber and other products. All these divisions are strongly positioned in their
respective market places typically first or second, excel in technology, design & innovations, extremely efficient operation with multiple
geographically dispersed plant location and were highly integrated. Over a period of time, it grew steadily with vertical integration, expanding
existing businesses and acquiring new businesses. They were able to keep the production cost low primarily due to economy of scale & size of the
company. From the case exhibit 2, the company had a stellar performance from 1983 to 1987. As an industry leader in construction industry, their net
annual sales increased significantly from 1.6B in 1983 to 2.9B in 1987 about 81% growth in 4 years. Their operating income before tax (EBIT) had a
steady growth from 1983 except a dip in 1987 mainly due to changes in the overall industry primarily contributed by increased in cost. At the same
time, the return on equity at end of

Types Of Financial Resources : Shareholders And Debt Holders
Nowadays, although 71% of firms are sole proprietorships, only 5% of revenue is derived from them. In fact, 84% of revenues are derived from
Corporations (Berk and DeMarzo, 2014; Figure 1.1). Corporations are firms owned by multiple owners called shareholders (Berk and DeMarzo,
2014) but run by managers who make decisions on their behalf. Therefore, a problem arises from the separation between "ownership" and "control"
(Jensen and Smith, 1985), the agency problem. Firms have two types of financial resources: shareholders and debt holders, each type has a different
concern. While shareholders are wealth maximisation focused, debt holders are concerned with the ability of the firm of paying them back – with an
agreed–upon interest rate. As... Show more content on Helpwriting.net ...
Then we will discuss the possible consequences of these agency problems; and therefore whether efficient solutions to these problems exist. To
begin with, the agency problems exist because of the separation of ownership and control (Berk and DeMarzo, 2014). This separation leads to
serious conflicts of interest: a player act based on its own interests at the expense of others ' (Jerzemowska, 2006). Jensen and Smith agree that
there are two types of conflicts of interest: between shareholders and managers on one hand and between debt holders and shareholders on the
other hand. Why, instead of align their interests to make the firm better off, each party try to act for its own interests? First, we deal with the
conflict of interest between managers and shareholders. As we said previously the manager 's role is to increase shareholders ' wealth through his
decisions. When a good decision is aligned with shareholders ' interests, they are better off. Berk and DeMarzo (2014) take as example Apple shares
which are worth 60 times more than in 2001, thanks to the launch of the first iPod. By means of the managers ' decision of Apple in 2001,
shareholders increased their wealth. Despite this willing to take good decisions for the shareholders ' interests, managers tend to act differently. For
instance, Wal–Mart Stores in 2010 gave million dollars to charity, which decreased shares ' value. Despite this ethical decision, most shareholders did
not feel that it was in

Who benefits from take over resistance tactics? Essay
Who benefits from take over resistance tactics?
According to the finance literature, a takeover is a process whereby a firm acquires another firm, resulting in a change of the controlling interest of the
acquired firm. Takeovers can occur through acquisitions, proxy contests and going–private transactions. They can be friendly when the management of
the target firm is receptive to the bidder offer or they can be hostile when target firm managers resist takeover attempts by using defensive tactics.
According to Ross et al (2010), takeovers can result in change of firm policies, layoffs, terminations, or overhaul of business operations.
To analyze who benefits from a takeover resistance tactic, we should first examine the reasons or... Show more content on Helpwriting.net ...
Other tactics after the company in in play include greenmail and standstill agreement, white knight and white squire, recapitalization and repurchases
where managers issue debt to repurchase shares raising the market share price, making it less attractive to the bidder; exclusionary self–tenders and
asset restructuring.
These tactics are built by management for self–protection reasons, being severe, (blocking takeovers) or soft tactics with no substantial impact on the
offer price. However, empirical evidence shows that although manager's defensive tactics may sometime rarely shareholders by increasing wealth, in
general, these tactics do not have a positive impact in the share price of the target firm. According to DeAnglelo and Rice (1983) cited in Ruback
(1987.p56–57), they found no evidence of share price reaction to adoption of corporate charters amendment when analyzing 53 firms using staggered
boards as well as the effect of super majority provision.
Ho (1986) cited in Ruback (1987), found no evidence of existence of abnormal return for a sample of 23 poison pills. This conclusion is also consistent
with findings of Kidder, Peabody and Company for a sample of 167 poison pills where no stock price change was observed.

Carl Icahn : A Entrepreneur
Stephanie David
11/28/15
Carl Icahn
Carl Icahn is a financier, entrepreneur, and airline executive who was born in Queens, New York on February 16, 1936. Initially, Icahn wanted to
become an opera singer. That, however, turned into receiving a philosophy degree from Princeton University in 1957. He then attended medical
school but dropped out three years later to learn the broker's trade on Wall Street. In 1968, after learning the broker's trade, Icahn established his own
firm. Icahn & Co. was the beginning of his corporate raids. Beginning in the 1980's, Icahn and his partners started to become enriched by taking over
companies. While doing this, Icahn supposedly made money for ordinary stockholders as well. Also in the 1980's, Carl ... Show more content on
Helpwriting.net ...
According to one of Icahn's close friends, Icahn is a very competitive person and he is very good at terrorizing people as well as wearing down their
defenses by doing so.
Icahn's way of earning money is eyeing up companies whose stock prices are trading below value and then targets them when the market is on a
downtrend. By targeting companies when the market is on a downtrend always him to accumulate more stock. More stock is accumulated because
when everyone is selling their stocks, he is purchasing them. Once he purchases the stock, he obtains enough of an ownership in the company to land
himself a spot on the board of directors. Icahn's first move when gaining a spot on the board of directors is to demand getting rid of the CEO.
Oftentimes, he even considers breaking up the company into different sections and selling them off separately. Since Icahn is viewed so highly, many
people begin to invest in the said company he partially owns. It doesn't matter whether Icahn is successful or not, he is still left with healthy stock gains.
What does it mean to be ethical? Being ethical refers to doing the right thing. However, everyone has different morals in which determines what they
deem being ethical. Ethics also vary from business to business. Acting in an ethical manner typically means that you respect yourself as well as others,
especially in the business world. In the business world being ethical is vital. You want to have a good image for company without

To what extent is diversification the best strategy to...
Novartis, a large multinational pharmaceutical company, recently diversified by buying Alcon, in a ВЈ24.8bn deal. Alcon is a producer of eye care
products such as contact lenses. Google has diversified by investing ВЈ124m in a wind power business. To what extent is diversification the best
strategy to achieve profitable growth? Justify your answer with reference to Novartis, Google and/ or other organisations that you know. (40 marks)
Diversification – Practice under which a firm enters an industry or market different from its core business.
Growth – The process of improving some measure of an enterprise's success. Business growth can be achieved either by boosting the top line or
revenue of the business with greater product sales or ... Show more content on Helpwriting.net ...
For example In 2004 Branson was set to enter the music industry once again by diversifying into the online music industry through an online music
store service just like Apple. He also released his own mp3 called the 'Pulse' that was to rival Apple's Ipod. Unfortunately he closed both products later
that year due to the fact that Apple kept releasing new products that made the 'Pulse' outdated with Apple's high brand awareness, Virgin found it
difficult to rival a large market leader therefore caused them to retrench and withdraw their product. This shows that although diversifications seem the
best strategy for profitable growth, it does pose many risks especially when entering new unfamiliar markets.
On the other hand there are also many other strategies that can achieve profitable growth such as a takeover or a merger. Orange and T–Mobile were
two mobile phone companies that had nearly reached the end of their product life cycle in 2008 due to the rising popularity of other networks offering
new USP's such as 3's unlimited internet and Vodaphones 'freebees' perks. However with the equal merger of the two companies in 2010 and
performing under the new refurbished name that is EE (everything everywhere), it is now the largest mobile network operator in the UK, with around
28 million customers. The synergy between these two companies has not only increased

Negative Impacts Of The Kraft Foods 2010 Takeover Of Cadbury
Negative Impact
Some economists are of the opinion that when foreign companies buy native companies they take the jobs out of Britain, pay less tax and are less
accountable. They also believe that there is a great difference between being the director of a company and being a divisional manager irrespective of
how large the division maybe.
Many developing nations are trying to resist foreign ownership of their companies because of nationalist sentiments and fear of foreign political and
economic influence. They fear that it will leave their resources more vulnerable to exploitation by the foreign companies.
Though the foreign ownership brings in excessive and consistent investments we cannot deny the fact that it takes the ownership of important know–
how ... Show more content on Helpwriting.net ...
Evidence of the negative impact of foreign ownership.
The Kraft foods 2010 takeover of Cadbury can be definitely taken as an example to highlight the negative impact of foreign ownership of British
businesses.
Cadbury was bought by Kraft in 2010 and is now a part of MondelД“z International, a US company. It will be fair to call it a messy deal and it left a
bitter taste in many mouths. This takeover was clearly seen as an attempt to achieve the short– term gains of the shareholders and managers. Despite
previous assurances the merger was followed by the closure of the Somerdale plant in Bristol leading to several hundred job losses. Kraft also moved
the corporate Headquarter of Cadbury's to Switzerland, thus taking the tax money out of UK. This merger was seen as an act of bad faith and many
suggested that takeovers like these which threatened British jobs and economy should be banned.
The Kraft – Cadbury fiasco has made Britain cautious and wary of such hostile takeovers. A hostile takeover is defined as the merger or acquisition
carried out against the wishes of the management of the target

Interpretation of IntercoвЂљГ„Гґs Financial Performance
Interpret Interco's financial performance.
Why is Interco the target of a hostile takeover?
What are your interpretations of the Board of Directors in case Exhibit 1?
As a member of Interco's board are you persuaded by the premiums paid in case Exhibit 10 or the comparable transactions analysis in case Exhibit 11?
Why?
Apr. 27 Interco (C) continued:
Compute the estimated value of Interco based on instructions in Exhibit 34. Use the 1988 sales data in Exhibits 8 as the foundation for the sales
forecast. And use the terminal multipliers in Exhibit 12 for estimating the value of Interco. See instructions in Exhibit 34, WEB.
Wasserstein, Perella & Co. established a valuation range of $68–$80 per share for Interco. Show that this ... Show more content on Helpwriting.net ...
Because of this "undervaluation," Interco's management afraid may be a takeover target.
Action taken by Interco
Following 1987 crash, Interco's board authorized repurchase of 5 million shares (by end of fiscal 1988 over 4 million shares had been repurchased –
over 10% of the equity)
7/15/88 Interco announces reorganization plan
–sell the apparel division that is dragging down rest of company
–take the money raised from this sale and return it to shareholders (via special dividend or repurchase)
Raise of new problem
Rales Brothers: they buy undervalued companies with strong brand–names
City Capital (formed by Rales) has Interco in it sights
Thinks currently that the sum of Interco's parts exceeds Interco's current stock price
Plans to sell apparel division and also sell part of footwear division, focus on home furnishing
Offer for takeover
City Capital has accumulated 8.7% of Interco's stock
Ups the ante on 7/27/88: City Capital proposes a merger/takeover of Interco and offers to buy Interco's stock for $64 per share (price was $44.75 on 6
/30/88)
Morning of 8/8/88:Offer raised to $70 per share

Offer is timed well – Interco happens to have a Board meeting scheduled for 8/8/88.
Board wants their financial advisor,

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