個案總覽

In February 2000, a managing partner of a U.K.-based private equity fund, Palamon Capital Partners, faced the decision of whether to invest in an Italian software company, TeamSystem, S.p.A. The rationale for this investment was a belief in the rapid future consolidation of the enterprise software industry in Italy, in combination with improvements in operating performance believed to arise from a stronger investor orientation after the transaction. The transaction entailed a leveraged recapitalization of the target that would significantly change its ownership, control and leverage. The task for the student is to evaluate the attractiveness of the investment, based on a strategic appraisal, a valuation of the target with its new capitalization, and an assessment of the proposed deal structure.

In July 2000, two founders of this new Web-hosting company are contemplating raising $5 million to $15 million in a second-round financing from venture capitalists. The task for the student is to forecast the firm's cash receipts and disbursements in an effort to determine the firm's "burn rate," i.e., the rate of cash consumption and how long the financing will sustain the firm. The new economy setting of this case permits the instructor to extend well-known financial skills and concepts to an industry that attracts high student-interest. This case is ideally used in an introductory finance course as an early exercise in forecasting, modeling, sensitivity analysis, and interpretation. It can be a useful foundation for later classes in cash-flow estimation and valuation. This case presumes that the students have already been exposed to the structure and interpretation of the statement of cash flows (SOCF), and the relationship of the SOCF to the income statement and balance sheet. The case also may offer opportunities for interdisciplinary teaching with instructors in marketing and entrepreneurship.

This case recounts the announced terms of five prominent acquisitions of the late 1990s, and asks the student to suggest a preliminary strategy for integrating the target firm into the buyer. The five acquisitions are America Online/Time Warner, British Petroleum/Amoco, Daimler-Benz/Chrysler, Union Pacific/Southern Pacific, and Warner-Lambert/Agouron Pharmaceuticals. The objectives of the case are: 1) to highlight the linkage of the post-merger integration approach with the strategic motives for the acquisition; 2) to consider the range of possible challenges to successful post-merger integration; 3) to explore the varieties of integration strategy, especially surrounding decisions about autonomy of the target company within the buyer, importance of interdependence between the buyer and target, and need for speed of integration.