4/18/2024


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Course # 171025
A Practical Guide to Mergers, Acquisitions & Div.
based on the electronic .pdf file(s):

A Practical Guide to Mergers, Acquisitions and Divestitures
by: Dr. Jae K. Shim, Ph.D., 2009, 80 pages


10 CPE Credit Hours
Accounting

A P E X C P E . C O M  . . . . .  1.877.317.9047  . . . . .  support@apexcpe.com


Chapter 1 - Mergers and acquisitions

1.    Which of the following is not a characteristic of the current merger boom?   1
Horizontal consolidation with significant potential for cost synergies.
Subprime losses incurred by many financial institutions..
The use by acquirers of existing cash and borrowed money (after-tax cost) to purchase the (relatively higher cost) equity of acquired companies.
Much lower acquisition premiums being initially paid.
2.    An example of a horizontal merger is   2
Wholesaler combines with a retailer.
An electronic company merges with an insurance company.
Combining of two airlines.
Combining of a candy company and a sugar plantation.
3.    Which of the following is true regarding mergers?   2
The larger company is usually the acquirer.
The larger company is always the acquirer.
The smaller company is usually the acquirer.
The smaller company is always the acquirer.
4.    Which of the following best illustrates an example of a horizontal merger?   2
Compaq merging with Intel.
Compaq merging with McDonald's
Compaq merging with Hewlett Packard.
Compaq merging with plastic producers.
5.    A candy manufacturing company merging with a sugar processing company would be an example of a   2
Horizontal merger.
Vertical merger.
Diagonal merger.
Conglomerate merger.
6.    All of the following are true of mergers except   2
Mergers are legally straightforward.
Approval by shareholder vote of each firm involved in the merger is required.
The acquiring firm maintains its name and identity in a merger.
A merger may never result from a public offer to the shareholders of the target firm to buy its shares directly.
7.    The merger of Exxon and Mobil would be categorized as a   2
Diversifying merger.
Conglomerate merger.
Horizontal merger.
Vertical merger.
8.    What is meant by “due diligence”?   4
An agreement that is assumed by each company involved in the merger to give a 100% effort to maintaining profitability after the merger.
Consideration of an adequate (thorough) amount of information before doing a deal.
It is a term used in jobs with contracts involved.
It is a method for negotiating an acquisition.
9.    What benefit(s) might a merger bring?   12
Growth.
Reduction of risk.
Growth and reduction of risk.
Anti-trust action.
10.    A good take-over candidate for a merger includes all the following except   15
A market price of stock that is considerably lower after the merger.
A cash rich business.
A company with significant growth potential.
A company with a low debt-to equity ratio.
11.    In a merger, if common stock is exchanged, what would be the result(s)?Tax-free exchange (Yes/No)? EPS (increase/decrease)   15
Yes Increase
Yes Decrease
No Increase
No Decrease
12.    In an effort to provide guidelines as to what type of business combinations would and would not be challenged in antitrust actions, the Justice Department developed the   15
Concentration ratio
Herfindahl-Hirshman Index
Lerner Index
Rothschild Index
13.    When choosing a merger over an acquisition of stock to accomplish a business combination, which of the following is irrelevant to the decision?   14
Having to deal directly with shareholders in an acquisition of stock.
Failure by some minority shareholders to accept a tender offer.
Resistance to an acquisition by the target's management with a consequent increase in the stock price.
Whether the companies are in the same industry.
14.    Which of the following statements about acquisition of stock through tender offers is false?   14
Shareholder meetings do not need to be held.
A vote is not required.
The acquiring firm directly deals with the target firm's stockholders.
All of the outstanding stock of the target firm must be tendered.
15.    The synergy of a business combination can be determined by   13
Calculating the change in revenue minus the change in cost.
Calculating the change in revenue minus the change in taxes.
Using the risk adjusted discount rate to discount the incremental cash flows of the newly formed entity.
Using the risk adjusted discount rate to discount the change in revenues of the newly formed entity.
16.    Which of the following will reduce average production costs following a merger?   13
A conglomerate merger.
The existence of economies of scale.
A vertical merger.
Net operating losses of an acquired firm.
17.    All of the following are potential sources of tax savings in an acquisition except   13
Economies of scale.
Net operating losses.
Unused debt capacity.
Surplus funds of the acquiring firm.
18.    The advantage of a tender offer in a corporate takeover is that   14
Target shareholders have less time to evaluate the offer.
Target management has less time to organize a defense.
The failing company doctrine might otherwise prohibit the combination.
It is exempt from the Clayton Act.
19.    A corporate takeover may be attempted through a proxy contest. Which of the following is an SEC requirement concerning a proxy contest?   14
The issuer of a proxy statement must file a copy with the SEC before it is mailed to shareholders.
The issuer of a proxy statement must file a copy with the SEC after it is mailed to shareholders.
The offer to shareholders to buy their shares must be held open for at least 20 business days.
Shareholders may not grant the proxy contestants a power of attorney
20.    Which company(s) could Company A with 40% market share merge with without having the likelihood of challenge for antitrust violation become “likely”?Fast-Food Industry Market Share   16
Company X 30%
Company Y 4%
Company Z 1%
Company W 25%
21.    What is the threshold for tax-free deals?   19
0.05
0.25
50%+1 share
0.8
22.    Which of the following best describes an effective merger?A. B. C. D.   19
1 + 1 < 2
1 + 1 > 2
1 + 1 = 2
1 + 1 > 0
23.    Under M & A percent rules the threshold when the public must be notified of the purchaser intent is   19
0.05
15 û 25$
50% + 1
0.8
24.    Which of the following is not a reason for the objective of diversification within a merger?   20
To avoid the cyclical effect of a single industry.
To minimize the impact of adverse conditions in a particular market.
To be able to participate in new growth areas.
To eliminate overcapacity.
25.    When the value per share is based on historical cost rather than current value it is   23
Net working capital per share
Market price of the stock
Book value per share
Earnings per share
26.    In financing a merger the advantages of giving stock include all the following except   26
No cash or financing requirement for the acquirer.
Quick and simple terms of document preparation.
Dilution of ownership/control.
Target holders share the risk of acquisition.
27.    Advantages of leverage include all the following except   28
Interest payments lower earnings.
There is a lack of dilution.
Increased return to shareholders.
Increased expense is tax deductible.
28.    W Company buys B Company. W Company’s stock sells for $75 per share while B’s stock sells for $45. As per the merger terms, W offers $50 per share. What is the exchange ratio?   31
0.667
1.5
1.67
0.643
29.    A defensive measure used by the target company when the target company buys back the stock accumulated by the raider at a premium price is   38
Poison pill.
Green mail.
Golden parachute.
White knight.
30.    Which of the following defense maneuvers involves finding a third party who is willing to pay a higher premium, typically with “friendlier” intentions than the raider?   38
Greenmail.
Flip-over rights.
White knight.
Crown jewels.
31.    Adjusted earnings are net income adjusted for   39
Unusual nonrecurring revenue and expenses
Unusual nonrecurring gains
Inflation
Discount rate
32.    An approach to valuation that is based on values of comparable companies in the industry and may establish the companies value based on actual sales that are indicative of the company’s current value which is:   39
Earnings (or cash flow)
Market comparison
Assets
Industrial outlook
33.    A business is worth the discounted value of future cash earnings plus the discounted value of the expected selling price. Which of the following used this concept?   43
Capitalization of earnings method
Excess earnings return on assets method
Discount cash flow method
Adjusted net assets method
34.    A common mistake in valuing the firm to be acquired in a business combination is   43
Using market values in the valuation.
Including incremental cash flows in the valuation.
Using the acquiring firm's discount rate when valuing the incremental cash flows.
Including all related transaction costs associated with an acquisition.
35.    The appropriate discount rate to use in valuing a business combination is the   43
Combined firm's cost of debt.
Acquiring firm's weighted average cost of capital.
Acquiring firm's cost of equity.
Combined firm's cost of equity.
36.    In assigning values to individual assets acquired and liabilities under the purchase method the assumed guidelines allow for the following except   50
Inventories.
Goodwill.
Receivables.
Marketable securities.
37.    If liabilities are assumed in a purchase the difference between the fixed rate of debt securities and the present yield rate for comparable securities is reflected as   50
Premium or discount.
Earnings.
Initial investment.
Amortization.
38.    The Q ratio of a firm equals   49
Market value of the firm's securities ? Replacement cost of its assets.
Market value of the firm's securities ? Book value of its assets.
Book value of its assets ? Market value of the firm's securities.
Book value of its assets ? Market value of its assets.
39.    A firm is most likely to be a bargain for an acquirer if   49
Its q ratio is greater than one.
Its q ratio is less than one.
The replacement cost of its assets is less than the value of the firm's securities.
The combination is more expensive than internal expansion.
40.    Which of the following is true regarding the identities of the former companies (Company A and B) after a consolidation?   50
Companies A and B keep their identity while company C is simultaneously formed.
Companies A and B combine to create a new company, company C. In other words neither company legally survives.
The acquiring company survives while the other one legally disappears.
The larger company usually maintains its identity while the smaller one legally disappears


Chapter 2 - Pros and cons of a merger

41.    A business segment may be subject to divestiture if   55
Worth of the pieces is less than the whole.
Meets management goals for growth and profit.
Related to the primary lies of business.
Does not produce an acceptable return on invested capital.
42.    The primary types of divestiture does not include   56
Sale of a operating unit to another firm.
Sale of the managers of the unit being divested.
The proposed divested unit supports other more profitable units.
Outright right liquidation of asserts.
43.    ___________________ is not a major reason to divest   57
Poor performance.
Changes in plans.
Antitrust action.
Personality conflicts among division managers
44.    A corporation issued a property dividend to its shareholders. The dividend was distributed in the form of 100% of the common stock of a subsidiary. This is known as a   56
Spin-off.
Stock split.
Scrip dividend.
Reverse split.
45.    ______________ is not a primary type of divestitures.   56
Chapter 11 bankruptcy.
Sale of the managers of the unit being divested.
Setting up the business to be divested as a separate corporation and then giving (or spinning off) its stock to the divesting firm's stockholders on a pro rata basis.
Outright liquidation of assets.
46.    The typical divestiture plan will not include   59
Reviewing existing operations.
Replacing high performing managers.
Calculating each unit's historical and projected return on investment.
Determining which units are to be divested.
47.    Asset valuation methods do not include   63
Price-Earnings (P.E.) ratios.
Adjusted net book value.
Replacement cost.
Liquidation value.
48.    Techniques used to account for divestiture with uncertainty include all the following except   68
Risk-adjusted discount rate.
Leveraged buyouts (LBO).
Sensitivity analysis.
Simulation.
49.    Leveraged buyouts from the sellers perspective is a cash sale but from the prospective purchaser it is largely a   71
Bond transaction.
Stock transaction.
Combination of stocks and bonds transaction.
Paper transaction.
50.    If a divestiture qualifies as a segment of a business the results of operations of the divested entity should be   76
Operations, assets and liabilities are proactively rather than retroactively.
Reported separately as a discontinued business.
Reported as part of income from continuing business operations.
Retroactively deconsolidated and reported separately from the continuing operations as a component of income tax before extraordinary items.


Chapter 3 - Disadvantages of a Merger



Chapter 4 - Guidelines



Chapter 5 - Planning for Mergers and Acquisitions



Chapter 6 - Deciding on Acquisition Terms



Chapter 7 - Grading Criteria



Chapter 8 - Factors in Determining Price



Chapter 9 - Acquisition Strategy and Process



Chapter 10 - Divestiture



Chapter 11 - Glossary


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