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Unit 12
Global M&A
Exercises
1.Answer the questions on the text.
1)What does the author expect M&A activity to be in 2011?
The author expects that M&A activity will continue to growth in number and strength with the global economic recovery and the improvement of financial and credit market conditions.
2)What must companies also consider about M&A besides favorable factors
like abundant cash and improving economic conditions?
Companies must also consider the recent opposition to certain M&A deals by activists and some shareholders and their preference to other strategies.
3)What do you think unsolicited transactions, hostile acquisitions and deal
jumpings are in common?
Passivity on the target company and out of its expectation.
4)What may further encourage unsolicited transactions?
Recent success of hostile acquirers in forcing target companies to negotiate and accept deals though occasionally taking a long time.
5)What are the features and trends of private equity firms?
They are seeking an exit from portfolio companies and are seeing M&A as an increasingly attractive alternative to capital market transactions.
6)What is an tender offer?
It is a public, open offer or invitation by a prospective acquirer to all stockholders of a publicly traded corporation (the target corporation) to purchase some or all of their shares. The price offered is usually at a premium to the market price. In a tender offer, the bidder contacts shareholders directly; so the directors of the company may or may not have endorsed the tender offer proposal.
7)What are the key deal issues in M&A transactions?
(1)reverse break-up fees
(2)caps on damages payable by acquirers failing to close
(3)the availability of specific performance remedies to compel a party to
complete an acquisition
8)How do US and UK takeover systems differ?
In US takeover system, state case law allows target boards to take defensive measures within certain limits.
In order to correct the perceived imbalance, UK disallows deal protection mechanisms; sets a default period in which a bidder will have to either announce
a fully financed bid or walk away; and implements other measures to enhance
bid-related disclosure.
9)What are the views on the burden of extending bids into the U.S?
(1)Some of both European regulators and bidders fear that the extension of paper
bids into the US may be too burdensome and the exposure to the US plaintiffs’ bar and US courts may be too uncertain and risky.
(2)But the case of Morrison v. NBA may have changed European regulators and
bidders view because the pending anti-fraud-based actions against non-US companies were either dismissed or the damages to companies ere greatly reduced
(3)The convergence between European and US securities regulations have
produced positive effects, may further alleviate such concerns, and would encourage M&A players to consider using more shares in cross-border deals.
10)How is M&A in emerging market expected to develop in 2011?
(1)It is expected to grow over one-third in 2011, taking a larger share of global
M&A activity, particularly true in BRIC nations.
(2)Sovereign wealth funds abundant in funds will continue to play a key role in
inbound M&As and, meanwhile, private equity is to be much more important source of funds for M&A activities there.
(3)Companies from emerging markets will engage in more outbound M&A deals
for natural resources and market growth as well as inbound ones.
(4)Multinationals from the developed countries may also go on M&A activities
in emerging markets either for market footholds or growth opportunities. 11) What is said about US M&A deal enforcement?
(1) The official agencies FTC and DOJ have continued to pledge vigorous
merger enforcement and have dedicated significant resources to updating the
merger review process.
(2) They have also proposed changes to pre-merger notification form.
(3) The Antitrust Division has enhanced enforcement in vertical mergers as well
as horizontal mergers.
12) What are the trends of EU antitrust enforcement?
DG COMP and its Chief Economist team are paying close attention to the US-led debate over the need to define markets
DG COMP has increased its reliance on the counterfactual analyses for judging whether a merger prevents effective competition.
2.Fill in each blank in the following sentences with one of the phrases in the list
given below. Make changes when necessary.
1)BRIC nations would support the country in the areas of education, health and
agriculture, among others.
2)In the second quarter we successfully secured a non-dilutive source of growth
capital on very favorable terms sufficient to drive both near and longer-term initiatives.
3)We seem to value time in cyclical phases and seasons rather than in minutes and
hours.
4)The world is facing far more challenges than before in the context of intensified
globalization.
