個案總覽

The French mineral water company, Perrier SA, has recently undergone financial and stock price difficulties, resulting from its famous benzene scandal. This leads to an opportunistic bid from the owners of Fiat SpA, the Agnellis of Italy, The Agnelli bid is actually effected indirectly, through two French companies with whom they are allied: Exor and Saint Louis. The bid is contested by the Swiss-based food giant Nestle and its French ally, BSN. Although attempting to outflank the Agnelli camp, Nestlé's chances of success seem slim, since the Angellis and their allies' control nearly 50% of Perrier.

Didier Pineau-Valencienne (DPV), the CEO of Schneider SA, a leading French multinational company in the electrical distribution and industrial automation industry, is faced with the prospect of failure of joint venture discussions with the US company, Square D. The negotiations have already consumed two and one-half years. Mr. Pineau-Valencienne must decide whether to call off the discussion and go ahead with a tender offer for the US company, and if so, determine how much he should pay for Square D's equity. The case addresses issues of strategic fit between the bidder and the target, target performance, valuation (both base-case and synergies), financing decisions associated with the acquisition, and how the target's poison pills and anti-takeover amendments might affect outcomes in the battle for corporate control. An additional aspect of the case involves putting participants in the shoes of risk-arbitragers on Wall Street through a bidding game to make "buy-sell-hold" decisions. This involves forming judgments about Schneider's moves and Square D's counter moves, and DPV's (and their own) assessments of how high a price is likely to be paid if the acquisition goes through.