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母亞珅 · 2022年08月22日

请问statement2涉及哪个知识点

NO.PZ2021102201000046

问题如下:

Kinetic Corporation is considering acquiring High Tech Systems. Jim Smith, the vice president of finance at Kinetic, has been assigned the task of estimating a fair acquisition price for High Tech. Smith is aware of several approaches that could be used for this purpose. He plans to estimate the acquisition price based on each of these approaches, and has collected or estimated the necessary financial data.

While discussing his analysis with a colleague, Smith makes two comments. Smith’s first comment is: "If there were a pre-announcement run-up in Quadrant’s price because of speculation, the takeover premium should be computed based on the price prior to the run-up." His second comment is: "Because the comparable transaction approach is based on the acquisition price, the takeover premium is implicitly recognized in this approach."

Are Smith’s two comments about his analysis correct?

选项:

A.

Both of his comments are correct

B.

Both of his comments are incorrect

C.

His first comment is correct, and his second comment is incorrect

解释:

A is correct. Both of Smith’s statements are correct. If there was a pre-announcement run-up in Quadrant’s price because of speculation, the takeover premium should be computed based on the price prior to the run-up.

Because the comparable transaction approach is based on the acquisition price, the takeover premium is implicitly recognized in this approach.

如题 谢谢

1 个答案
已采纳答案

王琛_品职助教 · 2022年08月23日

嗨,努力学习的PZer你好:


1

涉及的考点是 comparable transaction approach 的优缺点

请参考基础班讲义 P195

2

在兼并收购的背景下,我们对目标公司的估值,主要介绍了三种方法:

未来现金流折现分析法(discounted cash flow analysis)

可比公司分析法(comparable company analysis)

可比交易法(comparable transaction approach)

大家平时学习时,容易弄混的是后两种,也经常会考查后两种的区别

3

可比公司分析法(comparable company analysis)

通过寻找与目标公司相似的上市公司估值数据来进行判断,如 P/E,P/B,P/CF 等

如果该数据仅为二级市场交易数据,则不包含收购溢价,在涉及控制权收购时就需要额外调整收购溢价,即要考虑 takeover preimium

4

可比交易法(comparable transaction approach)

通过寻找与目标公司相似的兼并收购案例来进行判断

因为直接与收购的价格而不是二级市场的股票价格对比,故其中已经包含了收购溢价

即 Statement 2 所说的 "the takeover premium is implicitly recognized in this approach",所以不用再考虑了

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