CORPORATE
RESTRUCTURE
mustikalukmanarief
DEFINISI
• Corporate restructuring includes the activities
involving expansion or contraction of a frm’s operations or changes in its asset or fnancial (ownership) structure.
• Jenis-jenisnya adalah :
1. Merger, Akuisisi, Konsolidasi 2. LBO
1. MERGER
DEFINISI
•
MERGER ADALAH
the combination
of two or more frms, in which the
resulting frm maintains the identity
of one of the frms, usually the larger
one.
–
The
surviving company
JENIS-JENIS MERGER
• A friendly merger is a merger transaction endorsed by the
target frm’s management, approved by its stockholders, and easily consummated.
• A hostile merger is a merger not supported by the target
frm’s management, forcing the acquuiring company to gain control of the frm by buying shares in the marketplace.
• A strategic merger is a transaction undertaken to achieve
•
A
financial merger
is a merger transaction
undertaken with the goal of restructuring
the acquuired (merged) company to
MOTIVASI MELAKUKAN
MERGER/AKUISISI
Merger dan Akuisisi merupakan external growth
strategy
Motivasi melakukannya adalah :
• rapid growth in size of market share or diversification in
their range of products
• to achieve synergy in operations • to enhance their fund-raising ability
• to increase managerial skill or technology • to acquuire the target’s tax loss carryforward
• provide the owners of the small frm(s) with greater liquidity • a defense by taking on additional debt, eliminating its
desirability as an acquuisition.
1. The horizontal merger is a merger of two firms in the sale line of business.
2. A vertical merger is a merger in which a firm acquires a supplier or a customer.
3. A congeneric merger is a merger in which one firm acquires another firm that is in the same general
industry but neither in the same line of business not a supplier or a customer.
4. Finally, a conglomerate merger is a merger combining firms in unrelated businesses.
PROSES PERSETUJUAN MERGER DAN
AKUISISI
I.
Perencanaan
1. Identifkas Awal 2. Screening
II.
Proses
3. Penawaran Formal 4. Due Diligence
5. Negosiasi / Deal (ada kmgknan Tender Ofer) 6. Closing (penutupsn transaksi M/A)
III. Pasca Akuisisi
TAKTIK DEFENSIF DAN
HOSTILE TAKEOVER
Alternatif Reaksi Manajemen target
company terhadap Penawaran M/A
1. Friendly takeover
2. Unfriendly takeover,
•
Acquuired company dpt melakukan
TEKNIK DEFENSIF Prefentif (pre-bid)
Cara yang ditempuh oleh target
company
•
Teknik Rekayasa Finansial
• Peningkatan kinerja perusahaan
• Perubahan Anggaran Dasar (Shark
Repellent)
• Golden Parachut • Dual Class Share
TAKTIK DEFENSIF
Teknik Aktif (post ofer)
1. PacMans Defense,
2. Share Premium Buy back (Green Mail)
3. White Knight,
4. Selling the crown Jewels,
5. Poisson Pill,
6. Standstill Agreement,
7. Liability Restructuring
8. LBO, MBO (Going Private)
9. Golden Handcufs
10. Just Say NO
11. Ligitation
Agresif
Defensif
Analyzing and Negotiating Mergers
Acquisition of Assets
Clark Company, a manufacturer of electrical transformers,
is interested in acquiring certain fixed assets of Noble
Company, an industrial electronics firm. Noble Company,
which has tax loss carryforwards from losses over the
past 5 years, is interested in selling out, but wishes to sell
out entirely, rather than selling only certain fixed assets.
MENENTUKAN NILAI
PERUSAHAAN
1. Book Value
2. Appraisal Value
3. Stock Market Value (premium
10-20%)
Analyzing and Negotiating Mergers
Acquisition of Assets
Clark Company needs only machines B and C and the land and buildings. However, it has made inquiries and arranged to sell the accounts receivable, inventories, and Machine A for $23,000. Because there is also $20,000 in cash, Clark will get $25,000 for the excess assets.
Noble wants $100,000 for the entire company, which
means Clark will have to pay the firm’s creditors $80,000 and its owners $20,000. The actual outlay required for
Analyzing and Negotiating Mergers
Acquisition of Assets
The after-tax cash inflows that are expected to result from the new assets and applicable tax losses are $14,000 per year for the next five years. The NPV is calculated as
LBO = LEVERAGE BUYOUT
•
is an acquuisition techniquue involving the use
of a large amount of debt to purchase a
frm.
•
LBOs are a good example of a
financial
merger
undertaken to create a high-debt
Candidate for acquuisition through an LBO should possess three basic attributes:
1. It must have a good position in its industry
with a solid proft history and reasonable expectations of growth.
2. It should have a relatively low level of debt
and a high level of “bankable” assets that can be used as loan collateral.
3. It must have stable and predictable cash
3. DIVESTITURE
DEFINISI
• A divestiture is the selling an operating unit for various
strategic motives or
An operating unit is a part of a business, such as a plant, division, product line, or subsidiary, that contributes to the actual operations of the frm.
Contoh : Chrysler Amerika menjual divisi AC, menjual pabrik di
luar Amerika, menjual divisi kapal pesiar, menjual binis pertahanan
• A divestiture is eliminating a division or subsidiary
The
goal of divesting
•
is to create a more lean and focused
operation that will enhance the efciency
and proftability of the frm to enhance
Motivasi
1. Kembali ke kompetensi Inti
2. Menghindari sinergi negatif
3. Unit tidak menguntungkan secara
ekonomis
4. Kesulitan Keuangan
5. Perubahan strategi perusahaan
6. Memperoleh tambahan dana
7. Mendapatkan uang kas
8. Alasan individu pemegang saham
9. Permintaan Pemerintah
MOTIVASI MELAKUKAN
DIVESTITURE
1. to generate cash for expansion of other
product lines,
2. to get rid of a poorly performing operation,
3. to streamline the corporation, or
Divestasi
Spin-Off or
Split-up
Carve-outs
Asset Sales
• Is a new, independent company
Created by detaching part of a Parent company assets and operations
• Shares in the new company are
distributed to parent company’s shareholder
• are similar to spin-off,
except that shares in the new company are not giving to existing
shareholders but are sold in public offering
• Most are still controlled by
parent with majority ownership 80%
• Some times, coy
PRIVATIZATION
•
is a sale of government-owned company
to private investors.
– Thailand privatizers Thai Airways (2003)
– Pakistan sells majority stake in Habib Banks
(2004)
– Germany privatizes Postbank (June 2004) – Etc
•
Privatization will raise enormous sums of
selling governments
•
Most privatizations are more like carve-out
Motives for Privatization
•
Increase efciency
•
Share ownership
TEORI RESTRUKTURISASI
Weston Copeland p. 615
1. Manjemen yang tidak efsien 2. Sinergi operasi
3. Sinergi keuangan
4. Penyusunan kembali strategi 5. Penilaian terlalu rendah
6. Informasi dan pemberian signal
7. Masalah keagenan dan manajerialisme 8. Penyusunan kembali insentif manajerial 9. Kutukan bagi pemenang – kesombongan 10. Kekuatan Pasar
TYPES OF BUSINESS FAILURE
1. Technical Insolvency : is business failure
that occurs when a frm is unable to pay
its liabilities as they come due.
2. Bankruptc
y is business failure that occurs
when a frm’s liabilities exceed the fair
Bankruptcy
•
Bankruptcy
in the legal sense occurs when
the frm cannot pay its bills or when its
liabilities exceed the fair market value of
its assets.
•
However, creditors generally attempt to
MAJOR CAUSES
1. The primary cause of failure is mismanagement,
which accounts for more than 50% of all cases.
2. Economic activity -- especially during economic
downturns -- can contribute to the failure of the
frm.
3. Finally, business failure may result from
corporate maturity because frms, like
VOLUNTARY SETTLEMENTS
A voluntary settlement is an arrangement between a technically insolvent or bankrupt frm and its creditors enabling it to bypass many of the costs involved in legal
JENIS-JENIS SETTLEMENT
1. An extension is an arrangement whereby the frm’s creditors receive payment in full, although not immediately.
2. Composition is a pro rata cash settlement of creditor claims by the debtor frm where a uniform percentage of each dollar owed is paid.
3. Creditor control is an arrangement in which the creditor committee replaces the frm’s operating management and operates the frm until all claims have been satisfed.
4. Assignment is a voluntary liquuidation procedure by which a frm’s creditors pass the power to liquuidate the frm’s assets to an