Mergers and Acquisitions Basics

Preface Acknowledgments Chapter 1. Introduction to Negotiating Mergers and Acquisitions Key Participants in Negotiating Mergers and Acquisitions Senior/Operating Management Investment Bankers Lawyers Accountants Prenegotiation: Profiling the Target Market and Firm Profiling the Market/Industry Profiling the Firm Estimating the Price Range of an Initial Offer Prenegotiation: First Contact Confidentiality Agreement Term Sheet Letter of Intent Negotiation Developing a Negotiating Strategy Concurrent Activities Refining Valuation Deal Structuring Conducting Due Diligence Developing the Financing Plan or Strategy: The Reality Check A Case in Point: Pfizer Acquires Wyeth in an Attempt to Kick-Start Growth Chapter 2. Selecting the Form of Acquisition Vehicle and Postclosing Organization Alternative Acquisition Vehicle and Postclosing Organizational Structures Corporate Structure Limited Liability Company Partnership Structures Equity Partnership or Minority Investment Employee Stock Ownership Plans Holding Company Choosing the Appropriate Acquisition Vehicle Choosing the Appropriate Postclosing Organization A Case in Point: Vivendi Universal and GE Combine Entertainment Assets to Form NBC Universal Chapter 3. Selecting the Form of Payment Form of Payment or Total Consideration Cash Payment Noncash Payment Cash and Stock in Combination Managing Risk and Closing the Gap on Price Postclosing Price Adjustments Earnouts and Other Contingent Payments Contingent Value Rights Distributed or Staged Payouts Rights, Royalties, and Fees Using Collar Arrangements to Preserve Shareholder