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UNIT 5

REQUIRED RATE OF RETURN


of Merged company
The determination of an appropriate rate of return is a complex and
subjective task that should take into account
• the acquirer’ cost of capital,
• the nature of the target company’s operations,
• the industry in which it competes, and
• prevailing economic conditions.
Most corporate acquirers have target ‘hurdle’ rates of return that are
used when assessing the value and price of acquisition candidates.
These hurdle rates sometimes are adjusted (decreased or increased)
to reflect such things as the buyer’s perceived risk and the perceived
‘strategic importance’ of the acquisition
REQUIRED RATE OF RETURN
The rate of return chosen by a corporate acquirer should reflect the risk that
prospective discretionary cash flows will fall short of forecast.
Accordingly, all things equal, the more optimistic the prospective financial results,
the greater the level of risk in achieving those results, and the higher the required
rate of return.
However, the Acquirer, should consider the following factors when developing
rates of return for the purpose of corporate acquisitions:
(i) prevailing risk free rates;
(ii) an equity risk premium;
(iii) liquidity risk;
(iv) company-specific risk; and
(v) debt capacity.
REQUIRED RATE OF RETURN
(i) prevailing risk free rates;
(ii) an equity risk premium;
(iii) liquidity risk;
(iv) company-specific risk
 whether its product and service offerings have a differential advantage, or
alternatively whether the company must compete primarily on the basis of price;
 the degree of customer concentration and repeat business;
 the breadth, depth and commitment of the management team;
 whether historical operating results have been relatively stable or volatile; and
 industry-specific risk factors such as the competitive landscape, regulations, and
major trends.

(i) debt capacity.


 the level and stability of cash flows, which are required to service interest and
principal repayments; and
 the quantum and nature of assets that can be used as security.
Demergers
• A de-merger is a corporate restructuring in which a
business is broken into components, either to operate
on their own, or to be sold or to be liquidated as a 
divestiture. A de-merger (or "demerger") allows a
large company, such as a conglomerate, to split off its
various brands or business units to invite or prevent
an acquisition, to raise capital by selling off
components that are no longer part of the business's
coreproduct line, or to create separate legal entities
to handle different operations
SPINOFFS
• In a spinoff, an undertaking or a division of a
company is spun off into an independent
company After the spinoff, the parent
company and spun off company are separate
corporate entities.
• Eg. IT division of WIPRO Ltd was spun off as a
separate co. in late 80s.
Split up
• A company is split up into 2 or more
independent companies. Parent company
disappears and in its place 2 separate
companies emerge.
• Eg.Ahmedabad Advance Mills was split up into
2 separate companies ie.New Ahmedabad
Advance Mills and Tata Metal Strips.
RATIONALE
• Sharper focus
• Improved incentives and accountabiity
• Division of business empire
TAX ASPECTS
The demerger, to be entitled for tax concessions, must fulfill
the following-
• Properties and liabilities of the undertaking being
transferred by demerged co should become the property of
resulting co.
• Properties and liabilities of the undertaking being
transferred by demerged co are transferred at values in
books immediately before the demerger.
• The shareholders holding not less than ¾ in value of shares
in the demerged company become shareholders of the
resulting company

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