Brazilian Beer Merger Negotiations: Companhia Cervejaria Brahama, S.A
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Table of Contents Executive Summary 3 Issues: 4 Recommendations: 4 Value of synergies and intrinsic value per share of Antarctica 5 Form of payment; Cash or common stock? 5 Share-for-share transaction 7 Term sheet and its components 8 Economic Analysis 8 Recommendation 9
Executive Summary
In 1999, the CEO of Companhia Cervejaria Brahama (largest brewer in Brazil) was considering the bit for Antarctica (second largest brewer in Brazil). The purpose for this merger was to exploit the potential synergies and avail the economies of scale. The secondary motive was to raise the barriers to entry to the industry
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Terminal value is calculated by divided the synergies of one year to the weighted average cost of capital.
Form of payment; Cash or common stock?
Once the prices would be finalized by both of the companies, the next step would be determining the method of consideration. There are commonly two methods that the companies considers, those are cash payment or share for share exchange. From the Antarctica’s point of view, an investment issue is the question. Should the Antarctica reinvest the amount in Newco (that means Brahama including Antarctica) to benefit from higher value and potential synergies?
Or should Antarctica take the cash payment in order to reinvest somewhere else in the market or in another assets. This depends principally on the Antarctica’s portfolio strategy, its objectives for risk and return and investment barriers for example liquidity, tax concerns, time horizon, legal and regulatory factors and other choices. From the Brahama’s point of view, the form of payment could be the financing issue. It could influence the impact on balance sheet and the capital structure. To acquire Antarctica, Brahama need to pay $5130 million by either the issuance of equity of the debt. Therefore, both viewpoints must be settled down in order to have the deal successful.
There are several elements to be considered when choosing between the two forms of payments. When submitting an offer, the Brahama should
Before moving forward to compute the present value of these cash flows, a terminal value is required to forecast the long term value of the company after 5 years. . Following formula is used to calculate the terminal value.
Beattie, A. (2017, May 4). FYI on ROI: A Guide to Calculating Return on Investment. Retrieved from Investopedia: http://www.investopedia.com/articles/basics/10/guide-to-calculating-roi.asp
This four-credit course is for students who major in finance. By the end of this course,
Horizontal analysis allows side by side comparisons on a year to year basis to determine the performance from one year to the next. The company decides on standards to compare the results of the analysis. Standards are researched by checking competitors, internet research of general industry guidelines or standards created from past experience in the company.
• Transaction structures—the takeover could involve a cash offer, a share offer, an asset swap or a combination of these methods. Need to consider legal, taxation and accounting issues.
Commutronics had not accumulated enough profits and had no sufficient capital reserves. The company’s registered capital was therefore very low. The withholding tax rate of
Depending on how much additional investment needed and what will be the payback period. Another cash flow statement will be needed for further reviewing to decide whether additional funding will be a good
Next, the terminal value at year ten was calculated. The following formula was used to do so: terminal value at year 10 = (FCF at year 11)/(WACC - g). This time we used the long-term growth rate of 7up, which was given by the case as 1% less than the industry rate. This resulted in a terminal value of $848M with its present value calculation being $231M.
3.) Strong presence in high margin health services business. In addition to UnitedHealth Group’s leadership position in the health benefits market segment, UnitedHealth Group has strong information and technology based health services platform through its business segments which is Ingenix, OptumHealth and PrescriptionSolutions. The “CNN MONEY” (2012) website states Ingenix is one of the largest health information, technology and consulting companies in the world. The UnitedHealth Group derived $2.3 billion of revenues from Ingenix which contributed $284 million (excluding $200 million in goodwill impairment and business line deposition charges) of operating profit, and an operating margin of 12.1% during FY2010.
1. Introduction 2. Analysis of current position 3. Analysis of new project 3.1 Methodologies and processes of Valuation 3.2 processes of Valuation 4. Conclusion
Amcor Limited(AMC) is one of the largest multinational packaging companies, which builded and developed from Australia. It now has over 300 sites in 43 different countries in the world and with sales of AUD $14 billion. AMC offer its customers with the high standards packaging solutions, reliable service and partnerships built on excellence. AMC has variety of materials for its packaging business. The main product of AMC are packaging for lots of staffs, for instance, food, tobacco, healthcare markets and so on.
Internationally, the company operates toy stores under the name Toys R Us. It also sells merchandise through its Internet sites and through mail order catalogues. Its products include:
7. The merit of paying by stock is it does not need to increase company’s debt and would not cause any liquidation issues. On the other hand, paying by cash is a quicker way than by stock. It would not cause earnings dilution and ownership loss. Moreover, paying by cash can produce tax shield to the company. In this case, FAHZ held 88.1% of Antarctica’s voting common stock and it was exempt from taxation. Besides, delays in the process may threaten the survival of Antarctic. So FAHZ preferred a cash offer. On the other hand, Brahma’s stock price might be undervalued, so the amount of consideration to be paid may change depend on the form of payment.
This project has decided that the initial investment will be partly financed by parent and subsidiary, at debt of 35 % from parent (uk) and 35% from host country (south Korea) to complete the initial investment.