LEARNING OBJECTIVES 

After reading this chapter, you should be able to

1. Describe why mergers may create value. 2. Value an acquisition target.

 CHAPTER 23
Corporate Restructuring:
Combinations and Divestitures
My, how times have changed as we roll into the 21st century.
Cisco Systems, the Internet firm who provides the hardware
and software behind state-of-the-art Internet networks, is
also the king of mergers and acquisitions. Its acquisition
engine is so well tuned that between 1993 and July 2002 it
made 72 acquisitions. The frenzied pace of Cisco’s acquisition
activity at its peak is reflected in its August 1999 acquisi-
tions: During the month Cisco absorbed two start-up firms,
closed two other acquisitions, and negotiated two more. Dur-
ing fiscal year 1999 the company absorbed 10 companies
while its sales grew 44 percent and profits grew 55 percent,
resulting in a 162 percent increase in the firm’s stock price.
But Cisco’s approach is unique in more ways than its phe-
nomenal pace. When Cisco acquires a company it makes a
no-layoffs pledge, which has produced a turnover rate for
employees acquired through mergers of only 2.1 percent
compared to an industry average of 20 percent. So what is
Cisco’s secret? Mike Volpi, Cisco’s Chief Strategy Officer,
explains, “Cisco’s strategy can be boiled down to five things.
We look at a company’s vision; its short-term success with

CHAPTER PREVIEW 
Chapter 23 presents an overview of corporate
restructuring. Corporate restructuring can be
thought of in terms of two broad categories of activ-
ities: combining or merging independent firms into a
single entity and breaking up or de-merging firms
into multiple independent components. The restruc-
turing of the nineties provides an example of the for-
mer whereas the restructuring of the eighties was all
about the latter.
Our discussion of corporate restructuring begins
with a discussion of why mergers might create value.
As the term “might” suggests, not all mergers do cre-
ate value. Next we discuss alternative methods for
customers; its long-term strategy; the chemistry of the peo-
ple with ours; and its geographic proximity.”1
History shows us that mergers and acquisitions come in
waves. During the 1960s and early 1970s, there was the diver-
sification wave during which firms acquired very divergent
businesses and combined them into huge conglomerates. This
period saw the building of corporate giants that later became
the target for bust-up mergers of the 1980s. During this
period, corporate raiders such as Carl Icahn and Sir James
Goldsmith acquired many of the corporate behemoths formed
during the earlier merger wave and busted them up, selling
off the pieces as independent companies in the belief that the
corporate giants were worth more dead than alive. The 1990s
gave rise to the largest merger wave of all. This merger wave
has been characterized as one driven by strategic acquisitions
whereby the buyer hopes that, by merging with the seller, the
value of the whole (merged firm) will be greater than the sum
of the values of the parts (the buyer and seller firms).
1 Based on Henry Goldblatt, “Cisco’s Secrets,” Fortune (November 8, 1999).
valuing an entire business enterprise. This chapter
will emphasize these principles: Principle 1: The
Risk-Return Trade-Off—We won’t take on addi-
tional risk unless we expect to be compensated
with additional return; Principle 2: The Time
Value of Money—A dollar received today is
worth more than a dollar received in the future;
Principle 3: Cash—Not Profits—Is King;
Principle 4: Incremental Cash Flows—It’s only
what changes that counts; Principle 7: The
Agency Problem—Managers won’t work for the
owners unless it’s in their best interest; and
Principle 8: Taxes Bias Business Decisions.
23-2
23-3 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

If we gauge mergers in terms of their impact on the stock prices of the merging firms at the
time of the merger announcement, many of the mergers of the 1990s have destroyed rather
than created value. The following mergers provide interesting cases in point:

ACQUIRING TA R G E T ACQUISITION YEAR

C O M PA N Y C O M PA N Y PRICE COMPLETED CAGRa

Quaker Oats Snapple $ 1.70 billion 1994 .726

Beverage
Novell Wordperfect 1.42 billion 1994 .773
Time Inc. Warner 12.84 billion 1990 .790
Communications
Eli Lilly PCS Health 4.10 billion 1994 .971
AT&T NCR 7.53 billion 1991 1.02

aCAGR is the compound annual growth rate in market value divided by industry index, based on acquirer total return three months
before announcement and 36 months thereafter, or longest time period available.
Source: Phillip L. Zweig, Judy Perlman Kline, Stephanie Anderson Forest, and Kevin Gudridge, “Special Report: The Case Against
Mergers,” Business Week (October 30, 1995): 123–30. Reprinted from the October 30 issue of Business Week by special permission.
© 1995 by McGraw-Hill Companies.

In the last column of the preceding exhibit, we see the ratio of the compound annual rate of
growth in market value divided by that of the firm’s industry growth rate for the period beginning
three months before the announced merger and ending 36 months afterwards. Note that in only
one case is the ratio greater than 1, thus indicating that the merged firm outperformed its indus-
try counterparts. This is a limited sample of transactions but it does raise the important question:
Do mergers destroy shareholder wealth? The answer is a simple one: only when you pay too much.
Thus, in this chapter, we address two fundamental questions: “What are good (shareholder wealth
enhancing) reasons for mergers?” and “How much is a potential acquisition worth?”

Objective
1 W H Y M E R G E R S M I G H T C R E AT E W E A LT H

Clearly, for a merger to create wealth, it would have to provide shareholders with some-
thing they could not get by merely holding the individual shares of the merging firms.
The anticipated benefits from merging are referred to as synergies. There are many
potential sources of synergy, as we will now discuss.

ECONOMIES OF SCALE
Wealth can be created in a merger through economies of scale. For example, administrative
expenses including accounting, data processing, or simply top-management costs, may fall
as a percentage of total sales as a result of sharing these resources following a merger.
The sharing of resources can also lead to an increase in the firm’s productivity. For
example, if two firms sharing the same distribution channels merge, distributors carrying
one product may now be willing to carry the other, thereby increasing the sales outlets for
the products.

TA X B E N E F I T S
If a merger were to result in a reduction of taxes that is not otherwise possible, then
wealth is created by the merger. This can be the case with a firm that has lost money and
thus generated tax credits but does not currently have a level of earnings sufficient to use
those tax credits. Operating losses can be carried back three years and forward a total of
15 years. As a result, tax credits that cannot be used and have no value to one firm can take
on value when that firm is acquired by another firm that has earnings sufficient to employ
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-4

the tax credits. In addition, a merger allows for previously depreciated assets to be reval-
ued; wealth is created from the tax benefits arising from the increased depreciation asso-
ciated with this revaluation of assets.

BACK TO THE PRINCIPLES

Once again, we see that tax policy influences business decisions. Sometimes this is the intended
consequence of fiscal policies of the federal government, and at others, it is an unanticipated
reaction. We find that Principle 8: Taxes Bias Business Decisions provides at least some partial
explanation for corporate restructuring activities.

UNUSED DEBT POTENTIAL

Some firms simply do not exhaust their debt capacity. If a firm with unused debt capacity
is acquired, the new management can then increase debt financing, and reap the tax ben-
efits associated with the increased leverage.

C O M P L E M E N TA R I T Y IN FINANCIAL SLACK
When cash-rich bidders and cash-poor targets are combined, wealth may be created.
This is particularly true where the cash-poor firm is a small business with limited access
to capital markets. In effect, the merger allows positive NPV projects to be accepted that
would have been rejected if the merger had not occurred.

BACK TO THE PRINCIPLES

Sometimes the only hope for returning a firm to strong financial performance involves changing the
firm’s management. To assure that the new management will act in the best interests of the firm’s
owners, these changes in management are frequently accompanied by changes in the means by
which management is compensated.These changes are aimed at aligning managerial and stockholder
interests such that the managers will find it in their best interest to make managerial choices that lead
to a maximization of share value. Thus, changes in a firm’s management and the method of manager-
ial compensation are frequently a reflection of an agency problem that forms the basis for Principle 7:
The Agency Problem—Managers won’t work for owners unless it’s in their best interest.

REMOVAL OF INEFFECTIVE MANAGEMENT

A merger can result in the replacement of inefficient operations, whether in production
or management. If a firm with ineffective management can be acquired, it may be possi-
ble to replace the current management with a more efficient management team, and
thereby create wealth. This may be the case with firms that have grown from solely pro-
duction into production and distribution companies, or R&D firms that have expanded
into production and distribution; the managers simply may not know enough about the
new aspects of the firm to manage it effectively.

INCREASED MARKET POWER

The merger of two firms can result in an increase in market or monopoly power.
Although this can result in increased wealth, it may also be illegal. The Clayton Act, as
amended by the Celler-Kefauver Amendment of 1950, makes any merger illegal that
23-5 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

A F O C U S O N HARL EY-DAVIDSON
ROAD RULES
HARLEY-DAVIDSON CFO JIM ZIEMER TALKS ABOUT THE ACQUISITION AND SALE OF HOLIDAY RAMBLER
We acquired Holiday Rambler, a recreational vehicle busi-
ness, in December of 1986. The acquisition doubled the size
of our company. In January 1996, some 10 years later, we sold
the business. It was a great firm, and the company did well
after it was acquired. We decided to sell the company because
we came to understand that we are a motorcycle company and
we didn’t really understand the RV business. We made a lot of
assumptions and most of them were wrong, but we learned
from them. For example, we thought with our great manufac-
turing expertise that we could bring some cost efficiencies and
better quality. We were right on the quality side, but missed
the mark in reducing cost considerably. In contrast, we are in
a more value added environment in the motorcycle business.
We also thought we could help with their dealer distri-
bution, where we thought we were pretty good. But none
of their dealers were single line dealers, as were most of
our Harley-Davidson dealers. Even their corporate-
owned stores were not single line dealers, and that was a
different environment than we were used to. We learned
that it was not a natural progression to go from a Harley
to an RV.
Holiday Rambler also had a great management team,
but after the sale, their owner retired, then the CFO
retired, and the person in charge of manufacturing left.
Consequently, we lost most of the top management. We
learned a lot of lessons on that one, primarily, the manage-
ment is the key to any operation.
Source: Based on an interview with Jim Ziemer, CFO, Harley-Davidson,
October 23, 2000.

results in a monopoly or substantially reduces competition. The Justice Department and

the Federal Trade Commission monitor all mergers to ensure that they do not result in a
reduction of competition.

REDUCTION IN BANKRUPTCY COSTS

There is no question that diversification can reduce the chance of financial failure and
bankruptcy. Furthermore, there is a cost associated with bankruptcy. First, if a firm fails
and the firm’s assets are liquidated, the forced sale frequently results in depressed
prices. Moreover, the amount of money actually available for distribution to stockhold-
ers is further reduced by selling costs and legal fees that must be paid. Finally, the
opportunity cost associated with the delays related to the legal process further reduces
the funds available to the shareholder. Therefore, because costs are associated with
bankruptcy, reduction of the chance of bankruptcy adds value. See the Focus on
Harley-Davidson box.
The risk of bankruptcy also entails indirect costs associated with changes in the
firm’s debt capacity and the cost of debt. As the firm’s cash-flow patterns stabilize, the
risk of default will decline, giving the firm an increased debt capacity and possibly
reducing the cost of its debt. Because interest payments are tax deductible, they provide
valuable tax savings. Thus, monetary benefits are associated with an increased debt
capacity. These indirect costs of bankruptcy also spread out into other areas of the firm,
affecting things like production and the quality and efficiency of management. Firms
with higher probabilities of bankruptcy may have a more difficult time recruiting and
retaining quality managers and employees because jobs with that firm are viewed as less
secure. This in turn may result in less productivity for these firms. In addition, firms
with higher probabilities of bankruptcy may have a more difficult time marketing their
product because of customer concern over future availability of the product. In short,
there are real costs to bankruptcy. If a merger reduces this possibility of bankruptcy, it
creates wealth.
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-6

BUYING BELOW REPLACEMENT COST

Situations sometimes arise where it is cheaper to acquire an entire company than to
acquire the assets the company owns. For example, in the 1980s, many corporate raiders
were driven by the fact that it was less expensive to purchase assets through an acquisition
than it was to obtain those assets in any other way. This was particularly true of both con-
glomerates and oil companies. For conglomerates, corporate raiders found that they
often sold for less than the sum of the market value of their parts. Much of the merger
and acquisition activity associated with oil companies was driven by the fact that it was
cheaper to acquire new oil reserves by purchasing a rival oil company than it was through
exploration. If assets are mispriced, as this approach seems to suggest, then identifying
those assets and revealing this information about the undervalued assets to an investor
may result in the creation of wealth.
It should be noted that the free cash-flow theory could explain this creation of wealth as
easily as a mispricing theory. In particular, the oil industry was characterized in the late
1970s and early 1980s by high prices that provided high levels of cash flow. These resources
were used to finance overexploration and drilling activity in the face of falling oil consump-
tion. In addition, many oil firms engaged in diversification programs in which they acquired
retail, computer software, and other very diverse firms. Thus, as mergers and restructuring
raged through the oil industry, wealth was created through the elimination of wasteful
exploration expenditures and the divesture of unrelated businesses.

CONCEPT CHECK
1. Describe the potential sources of value from the merger of two firms.
2. What is the “chop-shop” approach to firm valuation and how is it useful in
thinking about the sources of value from a merger?

Objective
DETERMINATION OF A FIRM’S VALUE 2
One of the first problems in analyzing a potential merger involves placing a value on the
acquired firm. This task is not easy. The value of a firm depends not only on its cash-flow
generation capabilities, but also upon the operating and financial characteristics of the
acquiring firm. As a result, no single dollar value exists for a company. Instead, a range of
values is determined that would be economically justifiable to the prospective acquirer.
The final price is then negotiated by the two managements.
To determine a reasonable price for a corporation, several factors are carefully evalu-
ated. We know that the objective of the acquiring firm should be maximization of its
stockholders’ wealth (stock price). However, quantifying the relevant variables for this
purpose is difficult at best. For instance, the primary reason for a merger might be to
acquire managerial talent or to complement a strong sales staff with an excellent produc-
tion department. These synergistic effects are difficult to measure using the historical data
of the companies involved. We consider four approaches to valuing an acquisition candi-
date. These include (1) book value, (2) appraisal value, (3) “chop-shop” or “break-up”
value, and (4) “free cash flow” or “going concern” value.

BOOK VALUE Book value

Generally used in this context
The book value of a firm’s net worth is simply the owners’ equity account on the balance to refer to the book or
sheet. That is, the balance sheet amount of the assets less its outstanding liabilities. For historical cost value of the
example, if a firm’s assets measured at their historical cost less accumulated depreciation firm’s net worth.
23-7 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E
Appraisal value
The worth of a company as
determined by an independent
appraiser. Appraisers use a
variety of methods to
determine the value of a firm;
however, replacement value of
the firm’s assets is often the
basis for the appraisal value.
Chop-shop or break-up
value
Firm value is estimated by
determining the value of the
different business segments of
the firm. Segment value is
computed by applying average
valuation ratios of pure-play
companies to the various
business segments of the firm.
Firm value is then calculated as
the sum of the segment values.
are $10 million and the firm’s debt totals $4 million, the aggregate book value of the
firm’s equity is $6 million. Furthermore, if 100,000 shares of common stock are outstand-
ing, the book value per share is $60 ($6 million ÷ 100,000 shares).
Book value does not measure the market value of a company’s net worth, because it is
based on the historical cost of the firm’s assets. Seldom do such costs bear a relationship
to the value of the organization or its ability to produce earnings.
Although the book value of an enterprise is clearly not the most important factor, it
should not be overlooked. It can be used as a starting point to be compared with other
analyses. Also, a study of the firm’s working capital is particularly important to acquisi-
tions involving a business consisting primarily of liquid assets like financial institutions.
Furthermore, in industries where the ability to generate earnings requires large invest-
ments in such items as steel, cement, and petroleum, the book value could be a critical
factor, especially where plant and equipment are relatively new.
APPRAISAL VALUE
An appraisal value of a company may be acquired from an independent appraisal firm. The
techniques used by appraisers vary widely; however, this value is often closely tied to the
replacement cost of the firm’s assets. This method of analysis is not adequate by itself, because
the value of individual assets may have little relation to the firm’s overall ability to generate
cash flow, and thus the going-concern value of the firm. However, the appraised value of an
enterprise may be beneficial when used in conjunction with other valuation methods. Also,
the appraised value may be an important factor in special situations, such as in financial com-
panies, natural resource enterprises, or organizations that have been operating at a loss.2
The use of appraisal values does yield several additional advantages. The value accord-
ing to independent appraisers may permit the reduction of accounting goodwill by increas-
ing the recognized worth of specific assets. Goodwill results when the purchase price of a firm
exceeds the book value of the assets. Consider a company having a book value of $60,000
that is purchased for $100,000 (the $40,000 difference is goodwill). The $60,000 book value
consists of $20,000 in working capital and $40,000 in fixed assets. However, an appraisal
might suggest that the current values of these assets are $25,000 and $55,000, respectively.
The $15,000 increase ($55,000 − $40,000) in fixed assets permits the acquiring firm to
record a larger depreciation expense than would otherwise be possible, thereby reducing
taxes. A second reason for an appraisal is to provide a test of the reasonableness of results
obtained through methods based upon the going-concern concept. Third, the appraiser
may uncover strengths and weaknesses that otherwise might not be recognized, such as in
the valuation of patents, secret processes, and partially completed R&D expenditures.
“CHOP-SHOP” OR BREAK-UP VALUE
The “chop-shop” approach to valuation was first proposed by Dean Lebaron and Lawrence
Speidell of Batterymarch Financial Management. Specifically, it attempts to identify multi-
industry companies that are undervalued and would be worth more if separated into parts.
Very simply, this approach entails attempting to buy assets below their replacement cost.
Any time we confront a technique that suggests that stocks may be inefficiently
priced, we should be skeptical. In the case of a multi-industry firm, inefficiency in pricing
may be brought on by the high cost of obtaining information. Alternatively, these firms
may be worth more if split up because of agency problems. Shareholders of multi-
industry companies may feel they have less control of the firm’s managers, because addi-
2 The assets of a financial company and a natural resources firm largely consist of securities and natural reserves,
respectively. The value of these individual assets has a direct bearing on the firm’s earning capacity. Also, a company
operating at a loss may only be worth its liquidation value, which would approximate the appraisal value.
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-8

tional layers of management may have developed with multi-industry firms. These
agency costs may take the form of increased expenditures necessary to monitor the man-
agers, costs associated with organizational change, and opportunity costs associated with
poor decisions made as a result of the manager acting in his or her own best interests
rather than the best interest of the shareholders.
The “chop-shop” approach attempts to value companies by their various business
segments. As it is implemented by Batterymarch, it first attempts to find “pure-play”
companies—that is, companies in a single industry from which it computes average “valua-
tion ratios.” The ratios frequently used compare total capitalization (debt plus equity) to
total sales, to assets, and to income. In effect, these ratios represent the average value of a dol-
lar of sales, a dollar of assets, and a dollar of income for a particular industry based on the
average of all pure-play companies in that industry. Assuming that these ratios apply to the
various business segments of a multi-industry firm, the firm can then be valued by its parts.
For the chop-shop valuation technique to be feasible, we must naturally have infor-
mation about the various business segments within the firm. This requirement is fulfilled,
at least in part, by the reporting rules set forth in Statement 14 of the Financial
Accounting Standards Board (the public accountants’ governing group). This standard
requires that firms provide detailed accounting statements along the various lines of busi-
ness or what is called Standard Industrial Codes (SIC). Of course, we know that not all
firms in the same industry are in fact the same—some have more growth potential or
earning ability than others. As such, this methodology should be used cautiously.
The “chop-shop” approach involves three steps.
Step 1. Identify the firm’s various business segments and calculate the average capi-
talization ratios for firms in those industries.
Step 2. Calculate a “theoretical” market value based upon each of the average capi-
talization ratios.
Step 3. Average the “theoretical” market values to determine the “chop-shop” value
of the firm.

E X A M P L E : B U S I N E S S VA L U AT I O N : “ C H O P S H O P ” M E T H O D
To illustrate the chop-shop approach, consider Cavos, Inc., with common stock cur-
rently trading at a total market price of $13 million. For Cavos, the accounting data set
forth four business segments: industrial specialties, basic chemicals, consumer special-
ties, and basic plastics. Data for these four segments are as follows:

SEGMENT
BUSINESS SALES ASSETS INCOME
SEGMENT ($000) ($000) ($000)

Industrial specialties $ 2,765 $2,206 $186

Basic chemicals 5,237 4,762 165
Consumer specialties 2,029 1,645 226
Basic plastics 1,506
___
____ 1,079
______ 60
____
Total $11,537
___
_______
____ $9,692
____
___ __
___ $637
____
____

The three steps for valuing Cavos would be:

Step 1. We first identify “pure-play” companies, those being firms that operate
solely in one of the above industries; we then calculate the average capital-
ization ratios for those firms. This could easily be done using a computer
(continued)
23-9 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

TA B L E 2 3 - 1 Average Capitalization Ratios for Industries in Which Cavos, Inc., Is Active

BUSINESS C A P I TA L I Z AT I O N / C A P I TA L I Z AT I O N / C A P I TA L I Z AT I O N /
SEGMENT SALES ASSETS O P E R AT I N G I N C O M E

Industrial specialties 0.61 1.07 21.49

Basic chemicals 2.29 2.43 17.45
Consumer specialties 3.58 2.92 19.26
Basic plastics 1.71 2.18 15.06

database, such as the Computstat tapes, which provide detailed financial

information on most publicly traded firms. The average capitalization
ratios for Cavos’s four business segments have been determined and are as
shown in Table 23-1.
Step 2. Once we have calculated the average market capitalization ratios for the
various market segments, we need only multiply Cavos’s segment values
(that is, segment sales, segment assets, and segment income) times the
corresponding capitalization ratios to determine the theoretical market
values. This is done in Table 23-2.

TA B L E 2 3 - 2 Calculation of the “Theoretical Value” for Cavos, Inc., Using Market

Capitalization Ratios

V A L U E B A S E D O N M A R K E T C A P I TA L I Z AT I O N / S A L E S
(A) (B) (A) × (B)
BUSINESS MARKET SEGMENT THEORETICAL
SEGMENT C A P I TA L I Z AT I O N / S A L E S SALES M A R K E T VA L U E

Industrial specialties 0.61 $2,765 $ 1,686.7

Basic chemicals 2.29 5,237 11,992.7
Consumer specialties 3.58 2,029 7,263.8
Basic plastics 1.71 1,506 2,575.3
________
Total $23,518.5
________
________

V A L U E B A S E D O N M A R K E T C A P I TA L I Z AT I O N / A S S E T S
(A) (B) (A) × (B)
BUSINESS MARKET SEGMENT THEORETICAL
SEGMENT C A P I TA L I Z AT I O N / A S S E T S ASSETS M A R K E T VA L U E

Industrial specialties 1.07 $2,206 $ 2,360.4

Basic chemicals 2.43 4,762 11,571.7
Consumer specialties 2.92 1,645 4,803.4
Basic plastics 2.18 1,079 2,352.2
________
Total $21,087.7
________
________

V A L U E B A S E D O N M A R K E T C A P I TA L I Z AT I O N / I N C O M E
(A) (B) (A) × (B)
BUSINESS MARKET SEGMENT THEORETICAL
SEGMENT C A P I TA L I Z AT I O N / I N C O M E INCOME M A R K E T VA L U E

Industrial specialties 21.49 $186 $ 3,997.1

Basic chemicals 17.45 165 2,879.3
Consumer specialties 19.26 226 4,352.8
Basic plastics 15.06 60 903.6
________
Total $12,132.8
________
________
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-10

Step 3. Finally, the theoretical values must be averaged to calculate the “chop-
shop” value of the firm. The average of the three theoretical values in
Table 23-2 is $18,923,000, computed as follows:

value based on sales + value based on assets + value based on income

3

or

($23,518,500 + $21,087,700 + $12,132,800)

3
= $18,913,000

Hence Cavos, Inc., is selling for significantly less than its chop-shop value—$13 mil-
lion compared with $18.9 million.

The major limitation of the chop-shop approach is that it is not derived from any theo-
retical basis. What it does is assume that average industry capitalization relationships—in
this case, ratios of capitalization to sales, assets, and operating income—hold for all firms in
a particular industry. Of course, this is frequently not the case. It is easy to identify specific
companies that simply produce superior products and whose future earnings growth is, as a
result, higher. These companies, because of their expected future growth, should have their
sales, assets, and operating income valued higher.
Given this limitation of the chop-shop valuation approach, why have we dealt with it
in such detail? The reason is that it reflects a view among some investors and corporate
raiders that the replacement value of a firm’s assets may exceed the value placed on the
firm as a whole in the market. The chop-shop method attempts to value the multi-
industry firm by its parts. Moreover, as we will see when we explore the cash-flow
approach to valuation, there simply is no way to estimate the value of a takeover candi-
date with complete confidence. Thus, this method provides the decision maker with
additional information.

BACK TO THE PRINCIPLES

Estimation of the value of a firm entails use of four of the fundamental principles of finance.
Specifically, Principle 1: The Risk-Return Trade-Off—We won’t take on additional risk
unless we expect to be compensated with additional return, when assessing the proper
opportunity cost for the investment. Principle 2: The Time Value of Money, along with Principle
4: Incremental Cash Flows and Principle 3: Cash—Not Profits—Is King, provides guidance in
determining that it is cash flows adjusted to reflect their present value that determine firm value.

THE FREE CASH-FLOW OR “GOING-CONCERN” VALUE

This final valuation approach is familiar to us from our study of capital budgeting and was
introduced earlier in Chapter 13. Using the free cash-flow approach to merger valuation
requires that we estimate the incremental free cash flows available to the bidding firm as
23-11 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

a result of the merger or acquisition. The present value of these cash flows then will be
determined, and this will be the maximum amount that should be paid for the target firm.
The initial outlay then can be subtracted out to calculate the net present value from the
merger. Although this is very similar to a capital-budgeting problem, there are differ-
ences, particularly in estimating the initial outlay.
Finding the present value of the free cash flows for a merger involves a five-step
process:
Step 1. Estimate the incremental after-tax free cash flows available from the target
firm. This includes all synergistic cash flows (including those to both the bid-
ding and target firms) created as a result of the acquisition. It should also be
noted that interest expenses are not included in these cash flows, as they are
accounted for in the required rate of return.
Step 2. Estimate the after-tax risk-adjusted discount rate associated with cash flows
from the target firm. The target firm’s, not the bidding firm’s, required rate of
return is appropriate here. The reason is that we are acquiring the target firm,
thus its financial and operating risk characteristics are relevant to its valuation.
If there is any anticipated change in financing policy associated with the target
firm as a result of the acquisition, this change should also be considered.
Step 3. Calculate the present value of the incremental free cash flows from the target
firm.
Step 4. Estimate the initial outlay associated with the acquisition. The initial outlay
is defined here as the market value of all securities and cash paid out plus the
market value of all liabilities assumed.
Step 5. Calculate the net present value of the acquisition by subtracting the initial out-
lay from the present value of the incremental cash flows from the target firm.
Estimation of the incremental after-tax cash flows resulting from an acquisition is
often difficult. Thus, a certain lack of precision is inherent in these calculations because
of the problem of estimating the synergistic gains from combining the two firms. For
example, it is very difficult to estimate the gains that might be expected from any reduc-
tion in bankruptcy costs, increased market power, or reduction in agency costs that
might occur. Still, it is imperative that we attempt to estimate these gains if we are to
place a proper value on the target firm. Once the required rate of return is determined,
the present value of the incremental cash flows from acquiring the target firm can then
be calculated. The final step then becomes the calculation of the initial outlay associ-
ated with the acquisition.

E X A M P L E : B U S I N E S S VA L UAT I O N :
“FREE CASH FLOW” METHOD
Let’s look at the valuation of Tabbypaw Pie, Inc., which is being considered as a possi-
ble takeover target by ALF, Inc., as an illustration of cash flow or going-concern valu-
ation. Currently, Tabbypaw Pie uses 30 percent debt in its capital structure, but ALF
plans on increasing the debt ratio to 40 percent (we will assume that only debt and
equity are used) once the acquisition is completed. The after-tax cost of debt capital
for Tabbypaw Pie is estimated to be 7 percent, and we will assume that this rate does
not change as Tabbypaw’s capital structure changes. The cost of equity after the acqui-
sition is expected to be 20.8 percent. The current market value of Tabbypaw’s debt
outstanding is $110 million, all of which will be assumed by ALF. Also, let’s assume
that ALF intends to pay $260 million in cash and common stock for all of Tabbypaw
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-12

TA B L E 2 3 - 3 Estimated Incremental Cash Flows from Tabbypaw Pie, Inc. ($ millions)

2008 AND
2004 2005 2006 2007 THEREAFTER

Net sales $496 $536 $606 $670 $731

Cost of goods sold 354 385 444 500 551
Administrative and
selling expenses 28
____ 30
____ 32
____ 35
____ 38
____
Earnings before
depreciation and interest 114 121 130 135 142
Depreciation 39
____ 40
____ 41
____ 42
____ 43
____
Earnings before interest
and taxes 75 81 89 93 99
Taxes (incremental) 27
____ 30
____ 34
____ 36
____ 39
____
Net income 48 51 55 57 60
+ Depreciation 39 40 41 42 43
− Capital expenditures 24
____ 25
____ 26
____ 27
____ 28
____
Free cash flow
(before interest) $ 63
____
____ $ 66
____
____ $ 70
____
____ $ 72
____
____ $____
75
____

Pie’s stock in addition to assuming all of Tabbypaw’s debt. Currently, the market price
of Tabbypaw Pie’s common stock is $210 million.
Step 1. Estimate the incremental cash flows from the target firm, including the
synergistic flows, such as any possible flows from tax credits. This estima-
tion for Tabbypaw is provided in Table 23-3. Here we are assuming that
any cash flows after 2005 will be constant at $75 million. Also, we subtract
any funds that must be reinvested in the firm in the form of capital expen-
ditures that are required to support the firm’s increasing profits.
Step 2. Determine an appropriate risk-adjusted discount rate for evaluating
Tabbypaw. Here we will use the weighted cost of capital (kwacc) for
Tabbypaw as our discount rate, where the weighted cost of capital is calcu-
lated as

kwacc = wd kd (1 − T) + wc kc
where Wd, Wc = the percentage of funds provided by debt and common,
respectively, and Kd , Kc = the cost of debt and common, respectively, and
T = the corporate tax rate.
For Tabbypaw,
kwacc = (.40)(.07) + (.60)(.208) = .1528 or 15.28%
Step 3. Next we must calculate the present value of the incremental cash flows
expected from the target firm, as given in Table 23-3. Assuming that cash
flows do not change after 2005, but continue at the 2005 level in perpetu-
ity, and discounting these cash flows at the 15.28 percent weighted aver-
age cost of capital, we get:

 present value  present value

 present value 
  =  of 2004− 2007 +  of cash flows
 of all cash flows  cash flows   after 2007 
   
(continued)
23-13 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

where the present value of cash flows for 2004 through 2007 would be
$190.772 million, determined as follows:
$63 $66 $70 $72
+ + + = $190.772 million
(1 + .1528) (1 + .1528)2 (1 + .1528)3 (1 + .1528) 4
and the present value of the $75 million cash flow stream, beginning in
2005, is computed to be $277.921 million.a
$75
.1528
= $277.921
(1 + .1528) 4
Thus, the present value of the free cash flows associated with the acquisi-
tion of Tabbypaw Pie by ALF is $468.693 million, or $468,693,000; that
is, the sum of $190.772 million and $277.921 million.
Step 4. Next we estimate the initial outlay associated with the acquisition. As
already noted, the initial outlay is defined as the market value of all securi-
ties and cash paid out plus the market value of all debt liabilities assumed.
In this case, the market value of the assumed debt obligations is $110 mil-
lion. This amount, along with the acquisition price of $260 million, com-
prise the initial outlay of $370 million.
Step 5. Finally, the net present value of the acquisition is calculated by subtracting
the initial outlay (calculated in step 4) from the present value of the incre-
mental cash flows from the target firm (calculated in step 3):
NPV acquisition = PV inflows − initial outlay
= $468,693,000 − $370,000,000
= $98,693,000
Thus, the acquisition should be undertaken because it has a positive net present
value. In fact, ALF could pay up to $468.693 million for Tabbypaw Pie.
aRemember that we find the present value of an infinite stream of cash flows, where the amount is constant in each

year, as follows:
annual cash flow
value =
required rate of return

Because the cash flows do not begin until the fifth year, our equation is finding the value at the end of the fourth
year; thus, we must discount the value back for four years.

CONCEPT CHECK
1. What is the relevance of a firm’s book value in valuing the enterprise?
2. Appraisal value is associated with the replacement cost of a firm’s assets. Explain.
3. Briefly describe the steps involved in carrying out a “chop-shop” valuation.
4. Relate the free cash-flow valuation method to our discussions of capital budgeting.
5. What is the “chop-shop” approach to firm valuation and how is it useful in
thinking about the sources of value from a merger?
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-14

DIVESTITURES

Although the merger-and-acquisition phenomenon has been a major influence in restruc-

turing the corporate sector, divestitures, or what we might call “reverse mergers,” may
have become an equally important factor. In fact, preliminary research to date would sug-
gest that we may be witnessing a new era in the making—one where the public corpora-
tion has become a more efficient vehicle for increasing and maintaining stockholder
wealth.3 Whereas corporate management once seemed to behave as if 2 + 2 were equal to
5, especially during the conglomerate heyday of the 1960s, the wave of reverse mergers
seems based on the counterproposition that 5 − 1 is 5. And the market’s consistently posi-
tive response to such deals seems to be providing broad confirmation of the “new math.”4
A successful divestiture allows the firm’s assets to be used more efficiently and there-
fore to be assigned a higher value by the market forces. It essentially eliminates a division
or subsidiary that does not fit strategically with the rest of the company; that is, it
removes an operation that does not contribute to the company’s basic purposes.
The different types of divestitures may be summarized as follows:

1. Sell-off. A sell-off is the sale of a subsidiary, division, or product line by one company Sell-off
to another. For example, Radio Corporation of America (RCA) sold its finance com- The sale of a subsidary,
pany and General Electric sold its metallurgical coal business. division, or product line by one
firm to another.
2. Spin-off. A spin-off involves the separation of a subsidiary from its parent, with no
change in the equity ownership. The management of the parent company gives up Spin-off
The separation of a subsidary
operating control of the subsidiary, but the shareholders retain the same percentage
from its parent, with no change
ownership in both firms. New shares representing ownership in the diverted assets in the equity ownership. The
are issued to the original shareholders on a pro-rata basis. management of the parent
3. Liquidation. A liquidation in this context is not a decision to shut down or abandon company gives up operating
an asset. Rather, the assets are sold to another company, and the proceeds are distrib- control over the assets involved
in the spin-off but the
uted to the stockholders.
stockholders retain ownership,
4. Going private. A company goes private when its stock that has traded publicly is albeit through shares of the
purchased by a small group of investors, and the stock is no longer bought and sold newly created spin-off
on a public exchange. The ownership of the company is transferred from a diverse company.
group of outside stockholders to a small group of private investors, usually including
the firm’s management. The leveraged buyout is a special case of going private. In a
leveraged buyout, the existing shareholders sell their shares to a small group of
investors. The purchasers of the stock use the firm’s unused debt capacity to borrow
the funds to pay for the stock. Thus, the new investors acquire the firm with little, if
any, personal investment. However, the firm’s debt ratio may increase by as much as
tenfold. Often the objective is to reorganize the company (sometimes selling of unre-
lated businesses) and bringing the company back public in a few years. See the Best
Practices box, “Corporate Boards of Directors,” and the Finance Matters box, “The
Growing Importance of Multinational Corporations in the World Economy.”

CONCEPT CHECK
1. What is a reverse merger?
2. How does a sell-off differ from a spin-off?

3 See Robert Comment and Gregg A. Jarrell, 1995, “Corporate Focus and Stock Returns,” Journal of Financial

Economics 37: 67–87; and Kose John and Eli Ofek, 1995, “Asset Sales and Increase in Focus,” Journal of Financial
Economics 37: 105–26.
4 Joel M. Stern and Donald H. Chew, Jr. (eds.), The Revolution in Corporate Finance (New York: Basis Blackwell, 1986): 416.
23-15 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E
BEST
PRACTICES
CORPORATE BOARDS OF DIRECTORS
According to the Business Roundtable, the primary duty of
a firm’s board of directors is “to select a chief executive
officer and to oversee the CEO and other senior manage-
ment in the competent and ethical operation of the corpo-
ration on a day-to-day basis.”a Other duties of the board
fall into four broad groups of activities: (i) board oversight
of the firm’s business operations via the review of the
implementation of its strategic plan; (ii) managerial succes-
sion planning; (iii) corporate governance oversight includ-
ing compensating and appointing top executives of the
company; and (iv) oversight of the firm’s corporate report-
ing process (including the selection of an external auditor
and oversight of company disclosures—financial state-
ments and filings with regulatory authorities).
Best practice with regard to a firm’s board of directors is
generally described in terms of three key attributes of the
board: board composition, director selection, and director
compensation. The best practice guidelines we present
here with respect to these key attributes come from a num-
ber of sources including: industry groups (the National
Association of Corporate Directors and the Organization
for Economic Co-operation and Development), the orga-
nized stock exchanges (NYSE and NASDAQ), public
accounting firms (Price Waterhouse), and the Sarbanes-
Oxley Act of 2002.
Board Composition
Most experts agree that there are at least four important
aspects of board composition: director independence, direc-
tor expertise, board size, and committee structure.
However, director independence has gained the most atten-
tion for it is here that the potential for conflicts of interest
arise and can affect a director’s ability to carry out his or her
duties.
Director Independence An independent board is one that is
not beholden to management such that it can perform its
duties as an independent source of oversight for the firm’s
management.b Independence is generally assessed in terms
of whether board members are employed by or otherwise
have any economic dependence on the firm or its manage-
aThe
Business Roundtable, Principles of Corporate Governance (May
2002), p. iv.
bThe National Association of Corporate Directors recommends the follow-
ing in regard to board membership: “Boards should be comprised of a sub-
stantial majority of ‘independent’ directors.”
ment. Both the NYSE and the Council of Institutional
Investors provide guidance for assessing independence. In
general, to be an independent director the director cannot
(i) be an employee of the firm or any of its subsidiaries,
(ii) have any business relationship with the firm, (iii) be
involved in any cross compensation committee link, and
(iv) be a member of the immediate family of a corporate
executive. Although these basic requirements for indepen-
dent status may seem obvious, they have been regularly vio-
lated on many boards of public firms.
Independence of director action is ultimately a function
of the power of management versus the directors and this is
only partially determined by economic ties. For example,
where the firm’s CEO is also the company founder and his
or her visionary leadership is credited with the firm’s suc-
cess, it is very difficult to gather a group of directors who are
willing to exercise their role as independent overseers of the
firm even where they have no personal conflicts of interest
in doing so.
Director Expertise To perform their duties and responsibil-
ities, directors must possess sufficient general business
knowledge and financial savvy to understand and evaluate
the firm’s performance. Furthermore, directors must also
possess specific knowledge of the firm’s businesses if they are
to provide effective oversight of the implementation of the
firm’s strategic plans.
Size of the Board The size of the board is also thought to be
an important determinant of board effectiveness. Current
trends suggest that a board comprised of seven to nine
members (but certainly less than 10 to 12) is best. The prob-
lem, it is argued, with larger boards is simply the time it
takes for each member to participate actively. Larger boards
tend to discourage conversation among board members and
members find themselves waiting for their turn to speak.
However, good board practice would include the possibility
for adding to the current board new members with particu-
lar expertise needed to address the firm’s current and future
environment.
Committee Structure Boards are generally broken up
into working committees to carry out their duties. From a
corporate governance point of view, the most important
committees are the audit, compensation, and governance/
nominating committees. Since these committees play a
crucial governance role, best practice recommendations
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S
generally state that they be made up exclusively of
outside/independent directors.
Audit Committee The audit committee has several key duties
that include (but are not limited to) overseeing the following:
• The reliability of the firm’s financial reports.
• Effective internal controls over the financial reporting
process.
• The process for monitoring compliance with regulatory
matters.
• The process for monitoring compliance with the firm’s
code of corporate conduct.
Although audit committee duties can vary from firm to firm,
their primary focus is on the firm’s financial reporting
process. Recognizing the crucial importance of financial
reporting to the health of the U.S. financial markets, the
Sarbanes-Oxley Act (2002) set forth a set of duties for public
company audit committees. Specifically, the Securities and
Exchange Commission is to direct the national securities
exchanges and national securities associations, through list-
ing standards, to require that the audit committee of each
listed company:
• Be directly responsible for the appointment, compensa-
tion, and oversight of auditors;
• Be composed solely of independent auditors;
• Have in place procedures for receiving accounting com-
plaints and concerns; and
• Have authority and appropriate funding to engage inde-
pendent counsel and other outside advisors.
According to the 1994 Principles of Corporate Governance,
the American Law Institute said that audit committees
should consist of at least three members. Similarly, the New
York Stock Exchange (NYSE), National Association of
Securities Directors (NASD), and American Stock
Exchange (AMEX) require audit committees to have at least
three members, and the Cadbury Committee recommended
three members for UK firms.
Compensation Committee The compensation committee, as
the name suggests, oversees the firm’s compensation plans
and programs. In particular, the compensation committee
has two fundamental and interrelated duties: overseeing the
firm’s compensation programs and setting CEO and senior
management compensation.
Governance/Nominating Committee Fewer than 60 percent of
public firms had nominating committees at the close of the
cStuart L. Gillan, Jay C. Hartzell, and Laura T. Starks, “Industries,
Investment Opportunities, and Corporate Governance Structures,”
Unpublished paper (April 2003).
23-16
20th century and fewer than 25 percent had a corporate gov-
ernance committee.c This committee oversees issues regard-
ing corporate governance, including the statement of corpo-
rate governance principles and the performance evaluations
of the board, its committees, and individual directors. All the
sources of corporate best practice that we reviewed recom-
mend that this committee be composed entirely of indepen-
dent directors as this committee is central to the effective
functioning of the board.d
Director Selection
If a firm’s independent directors are to be free of managerial
influence then their selection must not be contingent on
management’s recommendations. Consequently, the direc-
tor nominating process is crucial to the independence of a
firm’s board. This logic underlies the importance of having a
Governance/Nominating committee made up entirely of
independent directors.
Director Compensation
Typical director compensation comes in two forms: a
stipend for each board meeting plus expenses and some
combination of options, stock, and cash. However, recent
trends have been toward cash and stock only. Furthermore,
many firms have minimum equity investments for direc-
tors and corporate executives. Director pay, like executive
pay, often comes as short- and long-term compensation
with the former being comprised of cash and immediate
stock and option grants, whereas the latter consist of cash
and equity that become vested over time or with corporate
performance.
Resources
Business Roundtable, Principles of Corporate Governance (May 2002).
Committee on Governmental Affairs of the United States Senate, “The
Role of the Board of Directors in Enron’s Collapse,” Report prepared
by the Permanent Subcommittee on Investigations, 107th Congress,
2nd Session, Report 107-70 (May 7, 2002).
Council of Institutional Investors, Corporate Governance Policies (March
25, 2002).
Organization for Economic Co-operation and Development, OECD
Principles of Corporate Governance (1999).
Report of the New York Stock Exchange Corporate Accountability and
Listing Standards Committee (June 6, 2002).
Recommendations from the National Association of Corporate Directors
Concerning Reforms in the Aftermath of the Enron Bankruptcy (May
3, 2002).
Regulatory Requirements, the NASDAQ Stock Market, 2002.
dFor example, this included sources as divergent as the New York Stock
Exchange (Section 4 of the proposed amendments to Rule 303A) and the
Business Roundtable.
23-17 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

FINANCE
M AT T E R S
THE GROWING IMPORTANCE OF MULTINATIONAL CORPORATIONS IN THE WORLD ECONOMY
Multinational corporations are an important force behind the
integration of world markets, and they are growing rapidly. In
1998, the most recent year for which the United Nations has
figures, the rate of growth in investment by these firms was
roughly three times as fast as total investment.
Approximately half of all foreign direct investment
involves mergers and acquisitions. This activity allows the
multinational firms to quickly achieve a presence in another
market and acquire economies of scale in marketing and dis-
tribution. However, a disproportionate portion of all inter-
national mergers-and-acquisitions activity takes place
among developed as opposed to undeveloped countries. As a
consequence, the United States is frequently a leading recip-
ient of foreign direct investment as foreign enterprises
acquire U.S.-based companies.
Even multinational firms tend to do most of their busi-
ness within their home market. The typical multinational
firm produces more than two-thirds of its output and has
two-thirds of its employees in its home country. The five
largest multinational corporations are described as follows:

FOREIGN FOREIGN FOREIGN

ASSETS AS SALES AS E M P L OY M E N T
C O M PA N Y INDUSTRY % O F T O TA L % O F T O TA L A S % O F T O TA L

General Electric Electronics 36.1 28.6 44.4

General Motors Automotive 29.6 32.1 Not available
Royal Dutch/Shell Group Energy 60.9 53.2 59.8
Ford Motor Company Automotive Not available 30.3 49.6
Exxon Corporation Energy 71.6 80.3 Not available
Averages 49.6 44.9 51.3

These firms on average invest 50 percent of their assets out- abroad, and have 51 percent of their total workforce
of-country, receive 45 percent of their sales revenues from employed in a foreign country.
Source: UNCTAD.

HOW FINANCIAL MANAGERS USE THIS MATERIAL

Businesses grow in one of two ways. They acquire assets, or they acquire operating
firms. This chapter is about the latter method and focuses on the financial conse-
quences of acquiring and selling whole firms. The 1990s saw the largest wave of merg-
ers and acquisitions ever in recorded economic history. In every transaction, there is a
buyer and a seller who must come to agreement on the price at which the transaction
will take place.
Investment bankers as well as internal company analysts spend countless hours try-
ing to arrive at what they think is the economic value of the target firm. We discussed
four basic approaches to valuing a business, and each is widely used in financial prac-
tice. In fact, because business valuation is very difficult, the analyst will frequently use
multiple methods in an effort to learn more about the economic worth of the enter-
prise. Frequently, the final valuation will be compared with market values of similar
firms of similar transactions relative to earnings or cash flow. These market value mul-
tiples in conjunction with discounted cash-flow estimates provide the backbone of the
valuation process. See the Finance Matters box, “How Good was Enron’s Corporate
Governance?”
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-18

FINANCE
M AT T E R S
HOW BAD WAS ENRON’S CORPORATE GOVERNANCE?
Financial failures and financial reporting scandals at
Adelphia, Enron, Global Crossings, Tyco, and others have
made investors very wary of corporate governance. As a
result, a number of firms including Standard & Poor’s,
Moody’s, Institutional Shareholder Services, Investor
Responsibility Research Center, and GovernanceMetrics
International are now providing corporate governance eval-
uations. The idea is to rate firms in accordance with the like-
lihood that they are being run by a management that heeds
the interests of stockholders.
Let’s begin our discussion by first defining what we mean
by the term corporate governance. At a very rudimentary level,
corporate governance deals with the ways in which suppliers
of finance to corporations (i.e., outside investors) assure
themselves of getting their money back plus a return on
their investment. In other words, corporate governance,
encompasses all the ways in which stockholders address the
fundamental principal-agent problem between stockholders
and managers. This encompasses the various checks and bal-
ances that serve to constrain managerial discretion as well as
the compensation programs used to encourage management
to make value-enhancing choices.
Gompers et al. (2003) constructed a governance index
using the 24 governance rules reported by the Investor
Responsibility Research Center. The 24 rules can be catego-
rized into one of five groups: tactics for delaying hostile bid-
ders; voting rights; director/officer protection; other
takeover defenses; and state laws. The index is constructed
by adding one for each rule that serves to restrict share-
holder rights and subtracting one for each rule that pro-
motes shareholder rights (only two were considered positive
in this regard—cumulative voting and secret ballot). The
index focuses on corporate control issues and as such reflects
the power of managers over stockholders in the event of a
contest for control of the firm. Consequently, this index rep-
resents an indicator of the power sharing arrangement
between the two groups.
To illustrate how the Gompers et al. (2003) index might be
used to assess the quality of a firm’s corporate governance,
consider the information on Enron and its peers found in the
exhibit below.a Note that Enron’s governance index is lower
than the average for its 2000 peer group firms for 1990–1995
but is higher for 1998 and 2000. Since a high index value indi-
cates more power for managers vis a vis the shareholders, this
suggests that Enron’s corporate governance actually deterio-
rated over the period. In fact, Enron’s governance score is sig-
nificantly higher than the peer group mean for the latter two
years. We can also compare Enron to the sample mean for the
entire sample of firms in the Gompers et al. study. In these
comparisons (found in the last column) Enron exhibits a sig-
nificantly lower index value (i.e., better governance) in
1990–1995 and a significantly higher score for 1998, suggest-
ing worse governance. Note that the Gompers et al. study
does not analyze the year 2000. These comparisons seem to fit
the pattern observed by others when evaluating the failure of
Enron whereby the firm began engaging in a number of ques-
tionable financing and reporting practices beginning in 1997.b
aPaul Gompers, Joy Ishii, and Andrew Metrick, 2003, “Corporate
Governance and Equity Prices,” The Quarterly Journal of Economics
(February), 107–55.
bStuart
Gillan and John Martin, 2002, “Financial Engineering, Corporate
Governance and the Collapse of Enron,” (November)
www.papers.ssrn.com/sol3/papers.cfm?abstract_id=354040.

Governance Index Scores for Enron and Peer Firms—Selected Years 1990–2000

(T-STATISTICS FOR)
ENRON COASTAL DOMINION DUKE EL LEVEL 3 OCCIDENTAL PACIFIC WILLIAMS PEER GRP ENRON VERSUS
CORP. CORP. RESOURCES POWER PASO COM. PETROLEUM GAS & ELEC. COMPANY AVERAGE PEERS FULL SAMPLE

1990 8 9 11 6 12 NA 13 8 10 9.86 −2.04 −12.70*

1993 8 10 11 7 NA NA 12 8 10 9.67 −2.19 −17.10*
1995 9 11 11 7 9 NA 10 7 9 9.14 −0.23 −5.26*
1998 12 11 11 9 10 NA 9 NA 9 9.83 5.40* 40.78*
2000 12 11 11 11 10 10 9 NA 10 10.29 6.00* NA
Legend:

Governance Index—higher scores indicate greater management power whereas lower scores indicate higher shareholder power. Peer Grp. Average = average
of the governance indexes for all Enron’s peer firms for which data was available. NA—Not available. *Significant at the 1 percent level.
Source: Andrew Metrick’s Web site at Wharton.
23-19 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

SUMMARY

Corporate restructuring involves the combination of two or more businesses to form a new firm
(merging) and the separation of a single firm into multiple new firms. The process of corporate
restructuring has been a critically important facet of the U.S. corporate system. It provides a
means for incorporating change into the economic system in ways that facilitate the reallocation
of resources toward more productive uses.
Corporate restructuring activities tend to come in waves. During the 1960s, restructuring
led to the formation of some of the largest conglomerate firms in U.S. financial history. In the
1980s, behemoth corporate enterprises were bought (frequently in hostile takeovers) and then
broken up as a part of what has come to be known as the bust-up takeover wave. In the nineties,
we found ourselves in the midst of what has already proven to be the largest restructuring wave
in U.S. history. This wave was marked by mergers resulting from consolidations of certain key
industries such as banking and financial services, telecommunications, and defense contracting.
Throughout all of these periods, the basic question is the same: Does the restructuring create
shareholder wealth? So in this chapter, we have focused on two basic issues: “When does it make
sense to engage in a merger (or its reverse)?” and “How much should the firm pay for an acqui-
sition or demand for a divestiture?”
Objective The assertion that merger activity creates wealth for the shareholder cannot be maintained
1 with certainty. Only if the merger provides something that the investor cannot do on his or her
own can a merger or acquisition be of financial benefit.
Objective Determining the value of a firm is a difficult task. In addition to projecting the firm’s future
2 profitability, which is a cornerstone in valuation, the acquirer must consider the effects of joining
two businesses into a single operation. What may represent a good investment may not be a
good merger.
Valuing a potential acquisition, like valuing a proposed capital-budgeting expenditure, is
both an art and a science. We are essentially trying to forecast the future consequences of own-
ership, which can never be known with precision. Consequently, we discussed four approaches to
determining the value of a company: (1) book value, (2) appraisal value, (3) “chop-shop” or
break-up value, and (4) free cash-flow or “going-concern” value. Because there is always a mar-
gin of error in the application of any valuation method, we suggested that the methods be used in
conjunction with one another in an effort to learn more about the possible range of values for the
firm being valued.

KEY TERMS

Appraisal value, 23-7 Chop-shop or break-up Sell-off, 23-13

Book value, 23-6 value, 23-7 Spin-off, 23-13
Go To:
www.prenhall.com/keown
for downloads and current
events associated with this
chapter
STUDY QUESTIONS

23-1. Why might merger activities create wealth?

23-2. Why is book value alone an imperfect measure of the worth of a company?
23-3. What advantages are provided by the use of an appraisal value in valuing a firm?
23-4. What is the concept of the chop-shop valuation procedure?
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-20

23-5. Compare the NPV approach used in valuing a merger with the same approach in capital
budgeting.
23-6. Explain the different types of divestitures.

SELF-TEST PROBLEMS

ST-1. Using the chop-shop approach, assign a value for the Calvert Corporation, where its
common stock is currently trading at a total market price of $5 million. For Calvert, the account-
ing data set forth two business segments: auto sales and auto specialties. Data for the firm’s two
segments are as follows:

SEGMENT SEGMENT SEGMENT

BUSINESS SALES ASSETS INCOME
SEGMENT ($000) ($000) ($000)
Auto sales $3,000 $1,000 $150
Auto specialties 2,500_
_____ 3,000
______ 500
Total $5,500
____
___ $4,000
__ $650
____
___ ______
____ ___
___
____
__

Industry data for “pure-play” firms have been compiled and are summarized as follows:

BUSINESS CAPITALIZATION/ CAPITALIZATION/ CAPITALIZATION/

SEGMENT SALES ASSETS OPERATING INCOME
Auto sales 1.40 3.20 18.00
Auto specialties .80 .90 8.00

STUDY PROBLEMS (SET A)

23-1A. (Chop-shop valuation) Using the chop-shop method, determine a value for Aramus, Inc.,
whose common stock is trading at a total market price of $15 million. For Aramus, the account-
ing data are divided into three business segments: sunglasses distribution, reading glasses distri-
bution, and technical products. Data for the firm’s three segments are as follows:

SEGMENT SEGMENT SEGMENT

BUSINESS SALES ASSETS INCOME
SEGMENT ($000) ($000) ($000)
Sunglasses distribution $ 3,500 $ 1,000 $ 350
Reading glasses distribution 2,000 1,500 250
Technical products 6,500
_______ 8,500
_______ 1,200
______
Total $12,000
_______ $11,000
_______ $1,800
______
_______ _______ ______

Industry data for “pure-play” firms have been computed and are summarized as follows:

BUSINESS CAPITALIZATION/ CAPITALIZATION/ CAPITALIZATION/

SEGMENT SALES ASSETS OPERATING INCOME
Sunglasses distribution 1.0 .8 8.0
Reading glasses distribution .9 .8 10.0
Technical products 1.2 1.0 7.0
23-21 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

23-2A. (Free cash-flow valuation) The Argo Corporation is viewed as a possible takeover target by
Hilary, Inc. Currently, Argo uses 20 percent debt in its capital structure, but Hilary plans to
increase the debt ratio to 30 percent if the acquisition is consummated. The after-tax cost of debt
capital for Argo is estimated to be 8 percent, with either 20 or 30 percent debt financing. The
cost of equity after the acquisition is expected to be 18 percent. The current market value of
Argo’s outstanding debt is $40 million, all of which will be assumed by Hilary. Hilary intends to
pay $250 million in cash and common stock for all of Argo’s stock in addition to assuming all of
Argo’s debt. Currently, the market price of Argo’s common stock is $200 million. Selected items
from Argo’s financial data are as follows:

2004 2005 2006 2007 THEREAFTER

(MILLIONS)
Net sales $200 $225 $240 $250 $275
Administrative and selling expenses 15 20 27 28 30
Depreciation 10 15 17 20 24
Capital expenditures 12 13 15 17 20

In addition, the cost of goods sold runs 60 percent of sales and the marginal tax rate is 34 percent.
Compute the net present value of the acquisition.
23-3A. (Free cash-flow valuation) The Prime Corporation is viewed as a possible takeover tar-
get by TVC Enterprises, Inc. Currently, Prime uses 25 percent debt in its capital structure,
but TVC plans to increase the debt ratio to 40 percent if the acquisition is consummated.
Prime’s after-tax cost of debt is 10 percent, which should hold constant. The cost of equity
after the acquisition is expected to be 20 percent. The current market value of Prime’s debt
outstanding is $30 million, all of which will be assumed by TVC. TVC intends to pay
$150 million in cash and common stock for all of Prime’s stock in addition to assuming all of
its debt. Currently, the market price of Prime’s common stock is $125 million. Selected items
from Prime’s financial data are as follows:

2004 2005 2006 2007 THEREAFTER

(MILLIONS)
Net sales $300 $335 $370 $400 $425
Administrative and selling expenses 40 50 58 62 65
Depreciation 25 30 35 38 40
Capital expenditures 30 37 45 48 50

In addition, the cost of goods sold runs 60 percent of sales, and the marginal tax rate is 34 per-
cent. Compute the NPV of the acquisition.

WEB WORKS

23-1WW. You can find current information on mergers and acquisitions at www.
theonlineinvestor.com/mergers.phtml. Find the latest two mergers listed on the Web site.
What are the terms of the merger? What is the total value of the merger?
23-2WW. Find the latest news on AOL Time Warner’s acquisitions. Follow the “Investor” link
to “Financials” and then “Quarterly Earnings.” How do recent combinations affect the com-
pany? From the “Investor” link, find the “Frequently Asked Questions.” Read the information
on exchange of stock from the AOL and Time Warner merger. What is the exchange rate of
Time Warner stock to AOL Time Warner Stock?
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-22

STUDY PROBLEMS (SET B)

23-1B. (Chop-shop valuation) Using the chop-shop approach, assign a value for Cornutt, Inc.,
whose stock is currently trading at a total market price of $4 million. For Cornutt, the account-
ing data set forth three business segments: consumer wholesaling, specialty services, and retire-
ment centers. Data for the firm’s three segments are as follows:

SEGMENT SEGMENT SEGMENT

BUSINESS SALES ASSETS INCOME
SEGMENT ($000) ($000) ($000)
Consumer wholesaling $1,500 $ 750 $100
Specialty services 800 700 150
Retirement centers 2,000
______ 3,000_
_____ 600
____
Total $4,300
______ $4,450
_______ $850
____
______ _____ ____

Industry data for “pure-play” firms have been compiled and are summarized as follows:

BUSINESS CAPITALIZATION/ CAPITALIZATION/ CAPITALIZATION/

SEGMENT SALES ASSETS OPERATING INCOME
Consumer wholesaling .75 .60 10.00
Specialty services 1.10 .90 7.00
Retirement centers 1.00 .60 6.00

23-2B. (Chop-shop valuation) Using the chop-shop method, determine a value for Wrongway,
Inc., whose common stock is trading at a total market price of $10 million. For Wrongway, the
accounting data are divided into three business segments: sunglasses distribution, reading glasses
distribution, and technical products. Data for the firm’s three segments are as follows:

SEGMENT SEGMENT SEGMENT

BUSINESS SALES ASSETS INCOME
SEGMENT ($000) ($000) ($000)
Sunglasses distribution $2,200 $ 600 $200
Reading glasses distribution 1,000 700 150
Technical products 3,500
____
___ 5,000
___
____ 500
_____
Total $6,700
____
___ $6,300
___
____ $850
___
____
___ ___
____ ____
___

Industry data for “pure-play” firms have been computed and are summarized as follows:

BUSINESS CAPITALIZATION/ CAPITALIZATION/ CAPITALIZATION/

SEGMENT SALES ASSETS OPERATING INCOME
Sunglasses distribution .8 1.0 8.0
Reading glasses distribution 1.2 .9 10.0
Technical products 1.2 1.1 12.0

23-3B. (Free cash-flow valuation) The Brown Corporation is viewed as a possible takeover target
by Cicron, Inc. Currently, Brown uses 20 percent debt in its capital structure, but Cicron plans
to increase the debt ratio to 25 percent if the acquisition is consummated. The after-tax cost of
debt capital for Brown is estimated to be 8 percent, which holds constant under either capital
structure. The cost of equity after the acquisition is expected to be 22 percent. The current mar-
ket value of Brown’s outstanding debt is $75 million, all of which will be assumed by Cicron.
Cicron intends to pay $225 million in cash and common stock for all of Brown’s stock in addition
23-23 PA R T 6 S P E C I A L T O P I C S I N F I N A N C E

to assuming all of Brown’s debt. Currently, the market price of Brown’s common stock is $200
million. Selected items from Brown’s financial data are as follows:

2004 2005 2006 2007 THEREAFTER

(MILLIONS)
Net sales $260 $265 $280 $290 $300
Administrative and selling expenses 25 25 25 30 30
Depreciation 15 17 18 23 30
Capital expenditures 22 18 18 20 22

In addition, the cost of goods sold runs 50 percent of sales and the marginal tax rate is 34 percent.
Compute the net present value of the acquisition.
23-4B. (Free cash-flow valuation) Little Corp. is viewed as a possible takeover target by Big, Inc.
Currently, Little uses 20 percent debt in its capital structure, but Big plans to increase the debt
ratio to 50 percent if the acquisition goes through. The after-tax cost of debt is 15 percent, which
should hold constant. The cost of equity after the acquisition is expected to be 25 percent. The
current market value of Little’s debt outstanding is $12 million, all of which will be assumed by
Big. Big intends to pay $25 million in cash and common stock for all of Little’s stock in addition
to assuming all of Little’s debt. Currently, the market price of Little’s common stock is $20 mil-
lion. Selected items from Little’s financial data are as follows:

2004 2005 2006 2007 THEREAFTER

(MILLIONS)
Net sales $200 $220 $245 $275 $300
Administrative and selling expenses 30 35 38 40 45
Depreciation 18 20 22 25 30
Capital expenditures 20 22 25 28 30

In addition, the cost of goods sold is 70 percent of sales, and the marginal tax rate is 34 percent.
Compute the NPV of the acquisition.
 C H A P T E R 2 3 C O R P O R AT E R E S T R U C T U R I N G : C O M B I N AT I O N S A N D D I V E S T I T U R E S 23-24

SELF-TEST SOLUTIONS

ST-1.
CAPITAL-TO-SALES SEGMENT SALES THEORETICAL VALUES
Auto sales 1.40 $3,000 $4,200
Auto specialties 0.80 2,500 2,000
______
$6,200
______
___
___
CAPITAL-TO-ASSETS SEGMENT ASSETS THEORETICAL VALUES
Auto sales 3.20 $1,000 $3,200
Auto specialties 0.90 3,000 2,700
______
$5,900
____
______
__
CAPITAL-TO-INCOME SEGMENT INCOME THEORETICAL VALUES
Auto sales 18.00 $ 150 $2,700
Auto specialties 8.00 500 4,000
______
$6,700
______
__
____
THEORETICAL VALUE
BASED ON
Sales $6,200
Assets 5,900
Income 6,700
______
Average value $6,267
______
__
____