Reading 31: Mergers and Acquisitions-LOS f 习题精选 2010, describe, existing, purchase, takeover

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Session 9: Corporate Finance: Financing and Control Issues
Reading 31: Mergers and Acquisitions

LOS f: Distinguish and describe pre-offer and post-offer takeover defense mechanisms.

 

 

 

A takeover defense that allows the firm’s existing shareholders to purchase additional shares of the company’s stock at attractive prices is a:

A) post-offer defense and is called greenmail.

B) pre-offer defense and is called a poison pill.

C) pre-offer defense and is called a poison put.

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When the firm’s existing shareholders are allowed to purchase additional shares of stock at a significant discount to the current market price in an attempt to thwart a takeover, this is called a poison pill defense. This is a pre-offer defense.

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When the target of an unwanted takeover turns the table and attempts to take over the firm attempting to acquire it, this is a:

A) post-offer defense and is called greenmail.

B) post-offer defense and is called the pac-man defense.

C) post-offer defense and is called the white squire defense.

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When the target of a takeover turns the table and attempts to take over the firm making the offer, this is called a pac-man defense. This is a post-offer defense.

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Which of the following takeover defenses are considered pre-offer defenses?

A) Liability restructuring, poison pills and supermajority voting provisions.

B) Fair price amendments, poison puts and staggered boards.

C) Poison pills, staggered boards and litigation.

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Pre-offer defense mechanisms to avoid a hostile takeover include poison pills, poison puts, reincorporating in a state with restrictive takeover laws, staggered board elections, restricted voting rights, supermajority voting, fair price amendments, and golden parachutes.

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Toulouse Tempered Steel Industries (TTS) is weighing its strategic options following a wave of mergers in the industry across Europe and worldwide. Pascal LaPage, managing director of TTS is wondering whether it makes sense for the firm to position itself as a standalone entity, or if the firm should be pursuing a merger/acquisition of another firm that would provide a good strategic fit. Lyon Bank has been the firm’s primary lender for many years, and Alaine Clamon, CFA, from Lyon’s corporate finance department is due to meet with LaPage and other members of the firm’s finance group to discuss some strategic options.

Clamon begins his presentation with the underlying rationale for even considering a merger or acquisition as a strategic alternative. Some reasons cited by Clamon that can be used to justify a merger are the pursuit of economies of scale, the elimination of operating inefficiencies, and diversification of the firm’s assets. In general, the underlying rationale helps to determine what type of merger the firm will be undertaking. LaPage asks his staff to keep these in mind as they seek suitable candidates for evaluation.

A member of the staff asks Clamon about types of takeover defenses that might by employed by either Aragon or Brittany. Clamon replies that these fall broadly into two categories, pre-offer and post-offer defenses. As examples of pre-offer defenses he describes staggered boards and supermajority voting provisions. As an example of post-offer defenses he describes the crown jewel defense. He notes that, obviously, TTS must take care to account for the ramifications of the presence of any takeover defenses.

Which of the following is not a traditional type of merger between two firms?

A) Conglomerate.

B) Syndicate.

C) Horizontal.

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The traditional types of mergers are horizontal, vertical, and conglomerate. Syndicate is not a term that is traditionally used to describe mergers.

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With regard to the list of sensible motives for undertaking a merger cited by Clamon, he is:

A) correct with regard to operating inefficiencies, and correct with regard to diversification.

B) correct with regard to operating inefficiencies, but incorrect with regard to diversification.

C) incorrect with regard to operating inefficiencies, but correct with regard to diversification.

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Pursuing a merger where the underlying rationale is to eliminate operating inefficiencies is generally considered sensible. A merger in pursuit of diversification is generally not seen as sensible, since it is ordinarily much more cost-effective for shareholders to diversify on their own.

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With respect to the takeover defenses described by Clamon, he is:

A) correct with regard to the pre-offer defenses listed, but incorrect with regard to the post-offer defense listed.

B) incorrect with regard to the pre-offer defenses listed, but correct with regard to the post-offer defense listed.

C) correct with regard to the pre-offer defenses listed, and correct with regard to the post-offer defense listed.

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In both cases, Clamon has correctly provided examples of pre-offer and post-offer takeover defenses.

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The difference between a white knight defense and a white squire defense is that the white knight:

A) is a post-offer defense, whereas the white squire is pre-offer.

B) takes a minority interest, whereas a white squire takes over the entire firm.

C) takes over the entire firm, whereas a white squire only takes a minority interest.

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When a firm subject to an unwanted takeover attempt seeks out a friendly third party to purchase the entire firm, this is known as a white knight defense. If the firm seeks out a friendly third party to take a minority interest, this is a white squire defense. Both are post-offer defenses.