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Euro Takeover 2005 A six‐party simulation of takeover contests

Case Structure • Six teams Role

Company Name

Case Number

Target

HoogenFood N.V.

UVA-F1497

Raider

Finance Mondiale S.A.

UVA-F1498

LBO Sponsor

Lanza E Compagnia

UVA-F1499

White Knight

Alimentos Globales

UVA-F1500

Bank

Omni Bank PLC

UVA-F1501

Bank

Euroland Bank A.G.

UVA-F1502

Case Structure Euroland Bank

Omni Bank Financing Of E2.5b

Financing Of E2.5b

LBO

Raider Tender offer E70/shr Owns 8.3%

has E6b capital ???

Target Food Div. Chemical Div. Operates company Owns 10%

Target management

Own 60%+ shrs

Arbitrageurs

Potential Synergy Friends, CEOs sit on each others’ boards

White Knight

1

Case Schedule • Week 7 – Team Meeting – Valuation

• Week 8 – Valuation report due before negotiation Valuation report due before negotiation – Negotiation between teams

• Week 9 – Case report due – Teams presentation – Discussion

Valuation • Target – What is your reservation price, i.e. lowest price willing to accept?

• Bidders (Raider, LBO, W.K.) ( , , ) – What is your walkway price, i.e. highest price willing to pay?

• Banks – Credit rating, interest rate – Lending limit & Structure

Credit Analysis • Evaluate post‐merger credit worthiness – Statutory vs. subsidiary merger – Post merger cash flow • How much synergy to include? How much synergy to include?

– Post merger debt level

2

Capital Structure • Senior Debt – – – –

Term loans & Revolving credit Collateralized with assets On Bank’s book No more than certain % of total amount (typically 60%) No more than certain % of total amount (typically 60%)

• Mezzanine or subordinate debt – Uncollateralized – Higher interest – Often sold to bond investors, Banks off the hook

• Equity – Investment from bidder

Statutory vs. subsidiary merger • In a statutory merger • EBIT(DA) Cov. = Tgt .EBIT ( DA )  Bidder .EBIT ( DA ) Int . fromTgt .ExistingDe bt  Int . fromBidder .ExistingDe bt  Int . fromNewDeb tFinancing

• In a subsidiary merger • EBIT(DA) Cov. = Tgt _ EBIT ( DA ) Int . from _ Tgt _ Existing _ Debt  Int . from _ New _ Debt _ Financing

What if you buy only one division?

Negotiation • During a preset block of time period – Ending represents the expiration of Raider’s offer – Other teams have to submit public offers to SH – Arbitrageurs decide who gets the target Arbitrageurs decide who gets the target

• Written agreements • Confidentiality

3

Dutch Auction • Teams often wait until last minute to submit their offer and then outbid rivals by a small increment. • If this happens we will use a Dutch Auction to If this happens, we will use a Dutch Auction to avoid time‐consuming biddings. – Every team submit a confidential offer to instructor – Highest bidder buys the target at the second highest bid

Final Presentation Original objectives and valuation Strategies Eventual outcome Decisions you have to make in the negotiation and how you make the decision • Lessons and experiences • Questions and critique of other teams • • • •

Corrections • Several numbers in the PDF print out of the exhibits are incorrectly linked. Use the Excel file I provide, which has the corrected numbers. numbers • LBO firm’s commitment letter is from Euroland Bank rather than Omni Bank

4

ANALYZING ACCREDITATION AND THE SELF STUDY PROCESS

ANALYZING ACCREDITATION AND THE SELF STUDY PROCESS.

Goal:

Accreditation is one area in which administrators should have strong content knowledge and skills. For this assignment, students will demonstrate their knowledge and skill by (a) interviewing an administrator about accreditation (15%); and (b) critically analyzing a self-study report provided in the course (10%). Assignment: (a) Interview a Vice President, Dean or an Accreditation Liaison Officer about:

(1) their perspective on the benefits of accreditation;

(2) how they gather and use evidence to demonstrate they are meeting each standard; and (3) what they do with information not directly related to meeting a particular standard (e.g., faculty members have lost confidence in the dean). Write a summary of the interview and compare and contrast what you learned from the interview with what you learned from the course readings. (b) Self-study reports reflect a number of significant decisions made by administrators. Select one self-study report (provided in the course) and analyze the decisions the institution made regarding the following items: http://middlestates.psu.edu/ Self-study timeline Creation of (and participation on) a steering committee and working groups or subcommittees Self-study model utilized Self-study research questions The use of data (existing and new) and analytical reports to demonstrate how the institution is meeting the standards The ways in which the document is intended to be a “living document” for the interview, please interview someone from jersey or new york.

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