Case 1 Martin Marietta Vulcan Merger Essay

According to the researchers the increased value results from an opportunity to utilize a specialized resources which arises solely as a result of the merger (Jensens & Ruback, 1983; Bradle, Desai and Kim , 1983). For creating operational and financial synergies managers believe that two enterprises will be worth more if merged than if operates as two separate entities. Thus, the two companies, A and B:

The strength of a claim is in the empirical evidence presented and this case study “The Mall of America” (Mall) is no different. The Si-Minn Developers Limited Partnership (Si-Minn LP) defense and disclosure of their decision to purchase the material interest in MOAC LP are reflective of their fiduciary duty to Melvin Simon & Associate stakeholders their parent company. On the other hand, Triple Five Minnesota Inc. (Triple Five) indifference in the investment returns was reflected in their tacit indolent response to the initial offering by “Teachers”, confirming that Si-Minn LP acted in the beneficial best interest of both the seller (Teachers), and partnership with Triple Five in spite of their dissatisfaction.

Hostile takeovers are no longer common as they were in the 1980s. However, legal and ethical issues still surround mergers and takeovers (Thomas, 2009). This document examines and identifies legal and ethical issues which the merging parties should consider before, during and after a merger. The document will also look at measures of managing these legal and ethical issues.

Environmentally, the old informal “handshake agreement” can be still influential when joint venture is functioned. And then, the market needs more production which means demand is more than current storage supply. The business opportunity is huge ever. Board directors are divided into two piles, one is supportive of the proposal and another is more objective to this business move. The freezing situation stands between Alpes and CRL: Alpes is in urgent need of capital investment, while CRL claims the acquisition.

Multiples approach is applied in the with-synergies valuation as well. Incorporating the effects of 80million cost savings for the merged firm (to be achieved by end of 2007 and assumed to incur in perpetuity then on) and 130 million integration costs (half of this accounted in each of first 2 years) in the estimated EBITA for Torrington. The with-synergies EBITDA is estimated to be $156.2 and then multiply average bearing industry EV/ EBITDA (7), enterprise value of $1103.16 million is evaluated, exceeding the value as a stand-alone entity by approximately $360 million. Sheet3: Multiples valuation method

The instructor may vary the emphasis on different issues by altering the study questions and by the choice of video clips. The case is well suited for courses and classes concerning corporate governance, valuation, mergers and acquisitions, and corporate social responsibility. The following objectives of the case allow students to:

The previous 959.6m Amoco shares will convert into 633.336m shares of BP ADS equivalent, with the previous 965.6m ADS shares, BP shareholders will take part 60% of the new company, still have majority control over the firm. In this deal, we paid for about 20% premium, which is quite standard and normal. Because synergies from revenue and chemical divisions’ combination are not estimated nor not expected to bring benefit, the main synergy from the merge is 2 billion dollars saving of pretax operating cost. The value we create for our shareholders is $14,840.06 million (Amoco stand-alone value $46,430 million+ synergy $2 billion – price paid for Amoco $33,538.94). But this number is quite sensitive to a lot of factors, such as future energy demand, oil and gas price, industry growth potentials, ultimately affecting Amoco’s stand-alone and synergy valuation. Please

9. How should Redstone proceed? What price should he offer? Should the offer be a cash offer, a stock offer, or

In 1954, Alpha Plastics was founded near Manchester. And by the mid 1969’s, the company had developed into a medium-sized company with around 6,000 employees. The company was famous for developing and manufacturing a wide range of laminates and industrial adhesives. Also, it had explored the market in synthetic fibre manufacture by take-over. In 1988, Alpha Plastics involved in merger with the Colmar Chemical Company, which is a slightly larger organisation with 8,500 employees and located near Stockport. Colmar produces a variety of industrial chemicals besides plastic and specialises in the production of synthetic fibres. Alpha Plastics believed that the merger would allow taking advantage of

QI-TECH, a Chinese manufacturer of precision Coordinate Measurement Machines, is a joint venture established by Indiver BV, a Dutch aircraft engine manufacturer and a Chinese state-owned enterprise QQMF. Looking for a strategic exit, Indiver BV, which holds 50% of QI-TECH, must negotiate a sale with its Chinese partner and a potential buyer, Brown & Sharpe. For this purpose Roger Kollbrunner, the Business Development Manager at Indivers BV, has to develop a viable deal structure and negotiation strategy.

above, how much should CSX be willing to pay for Conrail? Support your answer with appropriate analysis. According to operating income gains we can value a firm’s market price as its pre-merger value and the present value of gains in operating income. Let’s assume that value of Conrail before the merger is equal to its market cap. Then taking Conrail share price as $71.94 (average of year end and high stock price) and number of shares outstanding as 90.5 million shares (Exhibit 6) we get Conrail market value equal to $6,510.57 million ($71.94 x 90.5 million). We assume G =3%, MRP = 7%. We take risk free as 30-year maturity US Bonds rate, which is 6.83% (Exhibit 8); merged CSX-Conrail equity beta as average of CSX and Conrail equity betas, which is 1.33. rE = rf + MRP βE = 6.83% + 7% x 1.33 = 16.11% Now we can find Conrail’s synergy value as present value of gains in operating income. 1997 Total Gain in Operating Income Total Gain in OI after 40% Tax Gain in OI (discounted @ rE) $ $ $ 1998 $ 88 $ 12.80 $ 7.15 $ $ $ 1999 396 237.60 176.26 $ $ $ 2000 550 330.00 210.84 2001 $ 567 $ 340.20 $ 187.21

Based on the given information in the case study regarding the acquisition of Nicholson File Company by Cooper Industries, there is no question that Cooper should try to gain control of Nicholson. This decision is based on an analysis of the bargaining positions of each group of Nicholson stockholders which have disparate goals and needs that need to be met. In addition, an appropriate payment method and specific dollar value based on a competitor's offer and Cooper financial data was decided. The remainder of this paper will provide the analysis and rationale for this determination.

The negotiations for a joint venture between Nora and Sakari have been taking place for over two years and 20 meetings. Meeting locations have varied, but have been held in both of the firm’s respective countries of Helsinki and KL. So far, the meetings sunk costs in promoting the JV between the two companies are estimated at RM3 million.

This case study is a 2003 M&A deal simulation that occurs between Blackstone and Celanese. This is case presents the concerns of the Celanese and its side of the view of the deal.

Mergers and acquisitions have developed to be a widespread occurrence in modern era. A merger of the size like Adidas-Armani has repercussion for the labor force of these companies transversely to the world. Although the integration of units gives an immense arrangement of significance to monetary issues and the effects, there are still some issues are the most commonly ignored ones such as human resources, financial management, marketing, sales etc.. Ironically studies confirm that the majority of the mergers not succeed to convey the preferred results because of people associated concerns. The ambiguity resulted by badly handled management issues in mergers and acquisitions have been the foremost grounds for these collapses.