MERGER DAN AKUISIS (white version)
CORPORATE
RESTRUCTURE
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www.kefvinmustikalukmanarief.word
press.com
DEFINISI
•
Corporate restructuring includes the activities
involving expansion or contraction of a frm’s
operations or changes in its asset or fnancial
(ownership) structure.
•
Jenis-jenisnya adalah :
1.
Merger, Akuisisi, Konsolidasi
2.
LBO
3.
Divestiture
1. MERGER
.
DEFINISI
• MERGER ADALAH the combination
of two or more frms, in which the
resulting frm maintains the identity
of one of the frms, usually the larger
one.
– The surviving company
– The merged company
JENIS-JENIS MERGER
•
A friendly merger is a merger transaction endorsed by the
target frm’s management, approved by its stockholders,
and easily consummated.
•
A hostile merger is a merger not supported by the target
frm’s management, forcing the acquuiring company to gain
control of the frm by buying shares in the marketplace.
•
A strategic merger is a transaction undertaken to achieve
economies of scale.
• A financial merger is a merger transaction
undertaken with the goal of restructuring
the acquuired (merged) company to
improve its cash fow and unlock its hidden
value.
MOTIVASI MELAKUKAN
MERGER/AKUISISI
Merger dan Akuisisi merupakan external growth
strategy
Motivasi melakukannya adalah :
•
•
•
•
•
•
•
rapid growth in size of market share or diversification in
their range of products
to achieve synergy in operations
to enhance their fund-raising ability
to increase managerial skill or technology
to acquuire the target’s tax loss carryforward
provide the owners of the small frm(s) with greater liquidity
a defense by taking on additional debt, eliminating its
desirability as an acquuisition.
Maximization of owner's wealth
Types of Mergers
1.
The horizontal merger is a merger of two firms in the
sale line of business.
2.
A vertical merger is a merger in which a firm acquires a
supplier or a customer.
3.
A congeneric merger is a merger in which one firm
acquires another firm that is in the same general
industry but neither in the same line of business not a
supplier or a customer.
4.
Finally, a conglomerate merger is a merger combining
firms in unrelated businesses.
PROSES PERSETUJUAN MERGER DAN
AKUISISI
I.
Perencanaan
1.
2.
II.
Identifkas Awal
Screening
Proses
3.
4.
5.
6.
III.
Penawaran Formal
Due Diligence
Negosiasi / Deal (ada kmgknan Tender Ofer)
Closing (penutupsn transaksi M/A)
Pasca Akuisisi
7.
Integrasi
TAKTIK DEFENSIF DAN
HOSTILE TAKEOVER
Alternatif Reaksi Manajemen target
company terhadap Penawaran M/A
1. Friendly takeover
2. Unfriendly takeover,
•
Acquuired company dpt melakukan
hostile takeover dengan cara mis.
Tender ofer
TEKNIK DEFENSIF
Prefentif (pre-bid)
Cara yang ditempuh oleh target
company
• Teknik Rekayasa Finansial
• Peningkatan kinerja perusahaan
• Perubahan Anggaran Dasar (Shark
Repellent)
•
•
•
•
Golden Parachut
Dual Class Share
Supermajority amandment
Staggered BOD
TAKTIK DEFENSIF
Teknik Aktif (post ofer)
1. PacMans Defense,
2. Share Premium Buy back
(Green Mail)
3. White Knight,
4. Selling the crown Jewels,
5. Poisson Pill,
6. Standstill Agreement,
7. Liability Restructuring
8. LBO, MBO (Going Private)
9. Golden Handcufs
10. Just Say NO
11. Ligitation
Agresif
Defensif
Judicial
Analyzing and Negotiating Mergers
Acquisition of Assets
Clark Company, a manufacturer of electrical transformers,
is interested in acquiring certain fixed assets of Noble
Company, an industrial electronics firm. Noble Company,
which has tax loss carryforwards from losses over the
past 5 years, is interested in selling out, but wishes to sell
out entirely, rather than selling only certain fixed assets.
A condensed balance sheet for Noble appears as follows:
MENENTUKAN NILAI
PERUSAHAAN
1. Book Value
2. Appraisal Value
3. Stock Market Value (premium 1020%)
4. Chop Shop Value
5. Cash Flow Value
Analyzing and Negotiating Mergers
Acquisition of Assets
Analyzing and Negotiating Mergers
Acquisition of Assets
Clark Company needs only machines B and C and the
land and buildings. However, it has made inquiries and
arranged to sell the accounts receivable, inventories, and
Machine A for $23,000. Because there is also $20,000 in
cash, Clark will get $25,000 for the excess assets.
Noble wants $100,000 for the entire company, which
means Clark will have to pay the firm’s creditors $80,000
and its owners $20,000. The actual outlay required for
Clark after liquidating the unneeded assets will be $75,000
[($80,000 + $20,000) - $25,000].
Analyzing and Negotiating Mergers
Acquisition of Assets
The after-tax cash inflows that are expected to result from
the new assets and applicable tax losses are $14,000 per
year for the next five years. The NPV is calculated as
shown in Table 17.2 on the following slide using Clark
Company’s 11% cost of capital. Because the NPV of
$3,072 is greater than zero, Clark’s value should be
increased by acquiring Noble Company’s assets.
Analyzing and Negotiating Mergers
Acquisition of Assets
2. LEVERAGE BUYOUT
LBO = LEVERAGE BUYOUT
• is an acquuisition techniquue involving the use
of a large amount of debt to purchase a
frm.
• LBOs are a good example of a financial
merger undertaken to create a high-debt
private corporation with improved cash fow
and value.
Candidate for acquuisition through an LBO should possess
three basic attributes:
1. It must have a good position in its industry
with a solid proft history and reasonable
expectations of growth.
2. It should have a relatively low level of debt
and a high level of “bankable” assets that
can be used as loan collateral.
3. It must have stable and predictable cash
flows that are adequuate to meet interest and
principal payments on the debt and provide
adequuate working capital.
3. DIVESTITURE
Penciutan Bisnis
DEFINISI
•
A divestiture is the selling an operating unit for various
strategic motives or
An operating unit is a part of a business, such as a plant,
division, product line, or subsidiary, that contributes to the
actual operations of the frm.
Contoh : Chrysler Amerika menjual divisi AC, menjual pabrik di
luar Amerika, menjual divisi kapal pesiar, menjual binis
pertahanan
•
A divestiture is eliminating a division or subsidiary
that does not ft strategically with the rest of the
company.
The goal of divesting
• is to create a more lean and focused
operation that will enhance the efciency
and proftability of the frm to enhance
shareholder value.
Motivasi
1. Kembali ke kompetensi Inti
2. Menghindari sinergi negatif
3. Unit tidak menguntungkan secara
ekonomis
4. Kesulitan Keuangan
5. Perubahan strategi perusahaan
6. Memperoleh tambahan dana
7. Mendapatkan uang kas
8. Alasan individu pemegang saham
9. Permintaan Pemerintah
10. Permintaan Kreditur
MOTIVASI MELAKUKAN
DIVESTITURE
1. to generate cash for expansion of other
product lines,
2. to get rid of a poorly performing operation,
3. to streamline the corporation, or
4. to restructure the corporations business
consistent with its strategic goals.
•
•
Is a new, independent company
Created by detaching part of a
Parent company assets and
operations
Shares in the new company are
distributed to parent company’s
shareholder
Spin-Off or
Split-up
Divestasi
• are similar to spin-off,
except that shares in the
new company are not
giving to existing
shareholders but are sold
in public offering
• Most are still controlled by
parent with majority
ownership 80%
• Some times, coy carveouts small proportion of
the shares and spinn-off
the remainder of the
shares
Carve-outs
Asset Sales
PRIVATIZATION
• is a sale of government-owned company
to private investors.
– Thailand privatizers Thai Airways (2003)
– Pakistan sells majority stake in Habib Banks
(2004)
– Germany privatizes Postbank (June 2004)
– Etc
• Privatization will raise enormous sums of
selling governments
• Most privatizations are more like carve-out
than spin-ofs
Motives for Privatization
• Increase efciency
• Share ownership
• Revenue for the governance
TEORI RESTRUKTURISASI
Weston Copeland p. 615
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Manjemen yang tidak efsien
Sinergi operasi
Sinergi keuangan
Penyusunan kembali strategi
Penilaian terlalu rendah
Informasi dan pemberian signal
Masalah keagenan dan manajerialisme
Penyusunan kembali insentif manajerial
Kutukan bagi pemenang – kesombongan
Kekuatan Pasar
Pertimbangan pajak
Redistribusi
II. BUSINESS FAILURE
TYPES OF BUSINESS FAILURE
1. Technical Insolvency : is business failure
that occurs when a frm is unable to pay
its liabilities as they come due.
2. Bankruptcy is business failure that occurs
when a frm’s liabilities exceed the fair
market value of its assets.
Bankruptcy
• Bankruptcy in the legal sense occurs when
the frm cannot pay its bills or when its
liabilities exceed the fair market value of
its assets.
• However, creditors generally attempt to
avoid forcing a frm into bankruptcy if it
appears to have opportunities for future
success.
MAJOR CAUSES
1.
The primary cause of failure is mismanagement,
which accounts for more than 50% of all cases.
2.
Economic activity -- especially during economic
downturns -- can contribute to the failure of the
frm.
3.
Finally, business failure may result from
corporate maturity because frms, like
individuals, do not have infnite lives.
VOLUNTARY SETTLEMENTS
A voluntary settlement is an arrangement
between a technically insolvent or bankrupt
frm and its creditors enabling it to bypass
many of the costs involved in legal
bankruptcy proceedings.
JENIS-JENIS SETTLEMENT
1.
An extension is an arrangement whereby the frm’s creditors
receive payment in full, although not immediately.
2.
Composition is a pro rata cash settlement of creditor claims by
the debtor frm where a uniform percentage of each dollar owed
is paid.
3.
Creditor control is an arrangement in which the creditor
committee replaces the frm’s operating management and
operates the frm until all claims have been satisfed.
4.
Assignment is a voluntary liquuidation procedure by which a frm’s
creditors pass the power to liquuidate the frm’s assets to an
adjustment bureau, a trade association, or a third party, which is
designated as the assignee.
RESTRUCTURE
mustikalukmanarief
www.kefvinmustikalukmanarief.word
press.com
DEFINISI
•
Corporate restructuring includes the activities
involving expansion or contraction of a frm’s
operations or changes in its asset or fnancial
(ownership) structure.
•
Jenis-jenisnya adalah :
1.
Merger, Akuisisi, Konsolidasi
2.
LBO
3.
Divestiture
1. MERGER
.
DEFINISI
• MERGER ADALAH the combination
of two or more frms, in which the
resulting frm maintains the identity
of one of the frms, usually the larger
one.
– The surviving company
– The merged company
JENIS-JENIS MERGER
•
A friendly merger is a merger transaction endorsed by the
target frm’s management, approved by its stockholders,
and easily consummated.
•
A hostile merger is a merger not supported by the target
frm’s management, forcing the acquuiring company to gain
control of the frm by buying shares in the marketplace.
•
A strategic merger is a transaction undertaken to achieve
economies of scale.
• A financial merger is a merger transaction
undertaken with the goal of restructuring
the acquuired (merged) company to
improve its cash fow and unlock its hidden
value.
MOTIVASI MELAKUKAN
MERGER/AKUISISI
Merger dan Akuisisi merupakan external growth
strategy
Motivasi melakukannya adalah :
•
•
•
•
•
•
•
rapid growth in size of market share or diversification in
their range of products
to achieve synergy in operations
to enhance their fund-raising ability
to increase managerial skill or technology
to acquuire the target’s tax loss carryforward
provide the owners of the small frm(s) with greater liquidity
a defense by taking on additional debt, eliminating its
desirability as an acquuisition.
Maximization of owner's wealth
Types of Mergers
1.
The horizontal merger is a merger of two firms in the
sale line of business.
2.
A vertical merger is a merger in which a firm acquires a
supplier or a customer.
3.
A congeneric merger is a merger in which one firm
acquires another firm that is in the same general
industry but neither in the same line of business not a
supplier or a customer.
4.
Finally, a conglomerate merger is a merger combining
firms in unrelated businesses.
PROSES PERSETUJUAN MERGER DAN
AKUISISI
I.
Perencanaan
1.
2.
II.
Identifkas Awal
Screening
Proses
3.
4.
5.
6.
III.
Penawaran Formal
Due Diligence
Negosiasi / Deal (ada kmgknan Tender Ofer)
Closing (penutupsn transaksi M/A)
Pasca Akuisisi
7.
Integrasi
TAKTIK DEFENSIF DAN
HOSTILE TAKEOVER
Alternatif Reaksi Manajemen target
company terhadap Penawaran M/A
1. Friendly takeover
2. Unfriendly takeover,
•
Acquuired company dpt melakukan
hostile takeover dengan cara mis.
Tender ofer
TEKNIK DEFENSIF
Prefentif (pre-bid)
Cara yang ditempuh oleh target
company
• Teknik Rekayasa Finansial
• Peningkatan kinerja perusahaan
• Perubahan Anggaran Dasar (Shark
Repellent)
•
•
•
•
Golden Parachut
Dual Class Share
Supermajority amandment
Staggered BOD
TAKTIK DEFENSIF
Teknik Aktif (post ofer)
1. PacMans Defense,
2. Share Premium Buy back
(Green Mail)
3. White Knight,
4. Selling the crown Jewels,
5. Poisson Pill,
6. Standstill Agreement,
7. Liability Restructuring
8. LBO, MBO (Going Private)
9. Golden Handcufs
10. Just Say NO
11. Ligitation
Agresif
Defensif
Judicial
Analyzing and Negotiating Mergers
Acquisition of Assets
Clark Company, a manufacturer of electrical transformers,
is interested in acquiring certain fixed assets of Noble
Company, an industrial electronics firm. Noble Company,
which has tax loss carryforwards from losses over the
past 5 years, is interested in selling out, but wishes to sell
out entirely, rather than selling only certain fixed assets.
A condensed balance sheet for Noble appears as follows:
MENENTUKAN NILAI
PERUSAHAAN
1. Book Value
2. Appraisal Value
3. Stock Market Value (premium 1020%)
4. Chop Shop Value
5. Cash Flow Value
Analyzing and Negotiating Mergers
Acquisition of Assets
Analyzing and Negotiating Mergers
Acquisition of Assets
Clark Company needs only machines B and C and the
land and buildings. However, it has made inquiries and
arranged to sell the accounts receivable, inventories, and
Machine A for $23,000. Because there is also $20,000 in
cash, Clark will get $25,000 for the excess assets.
Noble wants $100,000 for the entire company, which
means Clark will have to pay the firm’s creditors $80,000
and its owners $20,000. The actual outlay required for
Clark after liquidating the unneeded assets will be $75,000
[($80,000 + $20,000) - $25,000].
Analyzing and Negotiating Mergers
Acquisition of Assets
The after-tax cash inflows that are expected to result from
the new assets and applicable tax losses are $14,000 per
year for the next five years. The NPV is calculated as
shown in Table 17.2 on the following slide using Clark
Company’s 11% cost of capital. Because the NPV of
$3,072 is greater than zero, Clark’s value should be
increased by acquiring Noble Company’s assets.
Analyzing and Negotiating Mergers
Acquisition of Assets
2. LEVERAGE BUYOUT
LBO = LEVERAGE BUYOUT
• is an acquuisition techniquue involving the use
of a large amount of debt to purchase a
frm.
• LBOs are a good example of a financial
merger undertaken to create a high-debt
private corporation with improved cash fow
and value.
Candidate for acquuisition through an LBO should possess
three basic attributes:
1. It must have a good position in its industry
with a solid proft history and reasonable
expectations of growth.
2. It should have a relatively low level of debt
and a high level of “bankable” assets that
can be used as loan collateral.
3. It must have stable and predictable cash
flows that are adequuate to meet interest and
principal payments on the debt and provide
adequuate working capital.
3. DIVESTITURE
Penciutan Bisnis
DEFINISI
•
A divestiture is the selling an operating unit for various
strategic motives or
An operating unit is a part of a business, such as a plant,
division, product line, or subsidiary, that contributes to the
actual operations of the frm.
Contoh : Chrysler Amerika menjual divisi AC, menjual pabrik di
luar Amerika, menjual divisi kapal pesiar, menjual binis
pertahanan
•
A divestiture is eliminating a division or subsidiary
that does not ft strategically with the rest of the
company.
The goal of divesting
• is to create a more lean and focused
operation that will enhance the efciency
and proftability of the frm to enhance
shareholder value.
Motivasi
1. Kembali ke kompetensi Inti
2. Menghindari sinergi negatif
3. Unit tidak menguntungkan secara
ekonomis
4. Kesulitan Keuangan
5. Perubahan strategi perusahaan
6. Memperoleh tambahan dana
7. Mendapatkan uang kas
8. Alasan individu pemegang saham
9. Permintaan Pemerintah
10. Permintaan Kreditur
MOTIVASI MELAKUKAN
DIVESTITURE
1. to generate cash for expansion of other
product lines,
2. to get rid of a poorly performing operation,
3. to streamline the corporation, or
4. to restructure the corporations business
consistent with its strategic goals.
•
•
Is a new, independent company
Created by detaching part of a
Parent company assets and
operations
Shares in the new company are
distributed to parent company’s
shareholder
Spin-Off or
Split-up
Divestasi
• are similar to spin-off,
except that shares in the
new company are not
giving to existing
shareholders but are sold
in public offering
• Most are still controlled by
parent with majority
ownership 80%
• Some times, coy carveouts small proportion of
the shares and spinn-off
the remainder of the
shares
Carve-outs
Asset Sales
PRIVATIZATION
• is a sale of government-owned company
to private investors.
– Thailand privatizers Thai Airways (2003)
– Pakistan sells majority stake in Habib Banks
(2004)
– Germany privatizes Postbank (June 2004)
– Etc
• Privatization will raise enormous sums of
selling governments
• Most privatizations are more like carve-out
than spin-ofs
Motives for Privatization
• Increase efciency
• Share ownership
• Revenue for the governance
TEORI RESTRUKTURISASI
Weston Copeland p. 615
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
Manjemen yang tidak efsien
Sinergi operasi
Sinergi keuangan
Penyusunan kembali strategi
Penilaian terlalu rendah
Informasi dan pemberian signal
Masalah keagenan dan manajerialisme
Penyusunan kembali insentif manajerial
Kutukan bagi pemenang – kesombongan
Kekuatan Pasar
Pertimbangan pajak
Redistribusi
II. BUSINESS FAILURE
TYPES OF BUSINESS FAILURE
1. Technical Insolvency : is business failure
that occurs when a frm is unable to pay
its liabilities as they come due.
2. Bankruptcy is business failure that occurs
when a frm’s liabilities exceed the fair
market value of its assets.
Bankruptcy
• Bankruptcy in the legal sense occurs when
the frm cannot pay its bills or when its
liabilities exceed the fair market value of
its assets.
• However, creditors generally attempt to
avoid forcing a frm into bankruptcy if it
appears to have opportunities for future
success.
MAJOR CAUSES
1.
The primary cause of failure is mismanagement,
which accounts for more than 50% of all cases.
2.
Economic activity -- especially during economic
downturns -- can contribute to the failure of the
frm.
3.
Finally, business failure may result from
corporate maturity because frms, like
individuals, do not have infnite lives.
VOLUNTARY SETTLEMENTS
A voluntary settlement is an arrangement
between a technically insolvent or bankrupt
frm and its creditors enabling it to bypass
many of the costs involved in legal
bankruptcy proceedings.
JENIS-JENIS SETTLEMENT
1.
An extension is an arrangement whereby the frm’s creditors
receive payment in full, although not immediately.
2.
Composition is a pro rata cash settlement of creditor claims by
the debtor frm where a uniform percentage of each dollar owed
is paid.
3.
Creditor control is an arrangement in which the creditor
committee replaces the frm’s operating management and
operates the frm until all claims have been satisfed.
4.
Assignment is a voluntary liquuidation procedure by which a frm’s
creditors pass the power to liquuidate the frm’s assets to an
adjustment bureau, a trade association, or a third party, which is
designated as the assignee.