個案總覽

In March 1997, an executive vice president of Genzyme Corporation must develop the terms by which the $518 billion (revenue) firm will form a joint venture with a small biotechnology firm to make and market a new drug. The tasks for the decision-maker are to estimate the enterprise value of the new joint venture and to recommend how large an interest to acquire in the venture, and to determine what price to pay for that interest, and when. The case may be used to pursue some or all of the following objectives: (1) exercising analytical techniques, (2) introducing a framework for creating value and reducing risk, (3) exploring the impact on value of a hidden option (staged investing), and (4) visualizing risk and its implications.

A money manager is assessing the long-term historical performance of three active acquirers: Symantec, Republic, and U.S. Office Products. The task for the student is to determine why rapid growth by acquisition might not always be good for investors.

Student spreadsheet for case UV0086.

This case may be taught singly or used as a merger-negotiation exercise with "Daimler-Benz A. G.: Negotiations between Daimler and Chrysler" (UV0110).Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This case may be taught singly or used as a merger-negotiation exercise with "Chrysler Corporation: Negotiations between Daimler and Chrysler" (UV0085). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This aggressive retailer is adding store space at the rate of 25% per year. The case presents an external financing requirement amounting to $1.4 billion over the next five years. Students must decide how to meet this requirement wisely, acknowledging the relationship between business strategy and financial policy. Analysis of the firm's share price reveals a substantial overvaluation in the market.

This case provides a vehicle for discussing analytical approaches to understanding bidding strategies in a hostile tender offer setting. In 1997, Hilton Hotels Corporation offered to acquire ITT Corporation in an unsolicited tender offer. ITT resisted in several ways. At the date of the case (July 17, 1997), ITT announces a restructuring of the firm aimed at delivering about $70 a share to its shareholders. The task for the student is to understand why Hilton's takeover attempt has failed thus far, and what the possible responses might be at this stage. The case contains a completed valuation analysis of ITT (prepared by the casewriter), which suggests that ITT is worth, at most, $89 a share to Hilton. In preparing a possibly higher bid for the firm, the student must weigh the probability of another bidder's entering the fray and that competitor's bid price. The instructor can use this setting to compare the target shareholders' outlook with the classic "prisoner's dilemma" and to discuss the expected value of not tendering--both concepts are important in devising a bidding response.

Spreadsheet supplement for UV2411.

In March 1997, the board chair of this small steel mill is pondering how to finance the growth of his firm: either with an initial public offering of equity or a private placement of 8 year senior notes with warrants. The task for the student is to sort out the comparative advantages and disadvantages of each alternative--including valuing the possible securities--and recommend a course of action.

This case serves as a foundation for student discussion of the estimation of required rates of return (ROR) on investments in emerging markets. An associate in J.P. Morgan's Latin America M&A department (mergers and acquisitions) is assigned the task of valuing the telephone directory operations ("paginas amarelas" means "yellow pages") of a large Brazilian conglomerate. All cash flows have been converted to U.S. dollars, and present values computed for various discount rates. The remaining step is to determine the appropriate target rate of returns for dollar flows originating in Argentina, Brazil, and Chile. The capital asset pricing model (CAPM) is used along with a political risk premium and country beta. The necessary figure work is comparatively light, leaving the student time to reflect on the need for various adjustments in estimating cross border rates of return.

In mid-1992, Christine Olsen, the chief financial officer (CFO) of this large CAD/CAM equipment manufacturer, must decide on the magnitude of the firm's dividend payout. A subsidiary question is whether the firm should embark on a campaign of corporate-image advertising and change its corporate name to reflect its new outlook. The case serves as an omnibus review of the many practical aspects of the dividend decision, including (1) signaling effects, (2) clientele effects, and (3) finance and investment implications of increasing dividend payout.

This case concerns the devising of a financial strategy for a small, rapidly growing European document reproduction service firm. As of March 1996, the entrepreneurs have proved the viability of their store concept in Lisbon, Portugal, and seek to raise capital in order to expand across Europe. Ultimately, the founders seek to take the firm public by the year 2000. The task for the student is to assess the capital requirements necessary to support the ambitious growth plan, to value the firm, and to map a program of financings. Specifically, the founders anticipate selling common equity in a private offering in the near future. The student must propose a price and the number of shares for the private offering. The question of voting control becomes a key consideration in the structuring of next-round financing and subsequent rounds.