Case Study代寫:福斯特的收購與防御行動

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  • Case Study代寫:福斯特的收購與防御行動

    米勒《福斯特的策略與方法》
     
    對SAB米勒來說,福斯特啤酒之所以如此吸引人,是因為它是澳大利亞十大啤酒品牌中的七個,收購福斯特啤酒符合米勒的全球擴張戰略。
     
    但近年來,福斯特的管理水平不如過去,因為福斯特的高管們被公司葡萄酒業務的挑戰分散了注意力,這給了南非米勒公司通過改進創造股東價值的空間,對南非米勒公司來說,這項交易的合理性似乎主要在于通過將福斯特的公司合并成全球巨頭來更好、更有效地運營它(Thurlow,2011)。
     
    他們最初的安排限制了南非米勒收購福斯特公司股票的能力。當南非米勒(SAB Miller)首次向福斯特(Foster)提出收購要約時,與今天的美元交易利率相比,當時澳元的交易價格高出約9%(Rogow,2011)。不過,福斯特建議其股東拒絕南非米勒的最新收購要約,稱其“低估”了該公司的價值,此后南非米勒一直懷有敵意,表示打算直接向福斯特的股東發出第二次收購要約。
     
    一些分析師表示,由于福斯特的收購,ACCC或福斯特有可能要求SAB Miller出售其在合資企業中的權益。目前,通過與可口可樂子公司太平洋飲料(Pacific Beverages)的合資企業,SBA Miller正在澳大利亞拓展業務。根據計劃,在擬議收購之后,南非米勒和可口可樂Amatil打算終止合資公司,以便南非米勒不會同時擁有福斯特和太平洋飲料。ACCA宣布,太平洋飲料轉型為獨立的啤酒生產商和供應商不太可能造成實質性的競爭問題。
     
    南非米勒公司試圖收購澳大利亞最著名的品牌之一,曾以“Foster,Australian for beer”為口號進行銷售!“可能會加劇對澳大利亞外國收購出價不斷上升的爭論。
     
    通過公開市場進行的公司收購(以下簡稱“收購”)是指通過收購上市公司的股份來獲得其控制權的法律行為。收購及其法律控制既重要又復雜。根據法律規定,收購必須經澳大利亞競爭與消費者委員會批準,并經福斯特董事會批準。
     
    澳大利亞作為一個穩定而高利潤的市場,根據福斯特的收購,澳大利亞最大的釀酒商似乎主要是為了提高SBA米勒的利潤水平。一旦達成協議,雙方都承諾遵守合同的規定。如果雙方不能滿足對方的要求,如有任何爭議,經友好協商無法解決,我們可以將案件提交國際仲裁組織仲裁。
     
    4.0福斯特的防御行動
     
    面對“敵意收購”的威脅和壓力,福斯特的股東將考慮保留股票和從股票進一步上漲中獲得的利潤,或者反對收購,因為收購方的出價不符合他們的心理價位。管理者可能會擔心職位變動或希望得到更好的待遇。金降落傘可能會導致管理層的變更,公司股東包括CEO和其他現有高級管理人員,無論主動或被動辭職,他們都會得到相當數額的賠償。簡言之,敵意收購會淹沒反收購。毒丸作為敵意收購最重要的防御措施之一,對公司治理結構和公司市場控制具有重要影響。收購完成后,原福斯特股東可以低價收購新公司股票,也可以低價收購目標公司股票,收購人必須接受稀釋其股票及其表決權。其效果就像吞下“毒丸”,對收購者是有害和痛苦的。
     
    作為全球領先的釀酒企業,南非米勒公司旗下擁有米勒萊特、佩羅尼、格羅施等品牌,維多利亞苦味、純金和卡斯特等,如果收購成功,將成為全球葡萄酒行業第二大收購案。盡管許多行業觀察家預計,分拆將導致福斯特的多個投標,但沒有出現對南非米勒的到貨投標,盡管福斯特說,仍將考慮一個。6月20日,SAB Miller與Foster's就收購事宜進行了談判,SAB以每股4.90澳元的價格表示愿意接管Foster的所有股份(BBC News,2011),但該提議在第二天被Foster's拒絕。
     
    大多數事實表明,收購將帶來顯著的溢價

    Case Study代寫:福斯特的收購與防御行動

    Strategies and approaches of Fosters by Miller
    For SAB Miller, Foster’s was so attractive because it was Australia’s leading brewer with seven of the top 10 beer brands, and buying the company was consistent with Miller’s strategy to spread globally. 
    But in recent years, Foster’s hasn’t been managed as well as it could have been in the past, because its executives were distracted by challenges in the company’s wine business, and that gives SAB Miller scope to create shareholder value through improvements, for SAB Miller, the rational for the deal appears to be mainly about running Foster’s better and more efficiently by folding it into the global juggernaut (Thurlow, 2011).
    Their initial arrangement limited SAB Miller’s ability to buy shares in Foster’s in its own right. When SAB Miller first approach Foster’s with a takeover offer, Compared with the today’s dollar trading rate, the Aussie dollar was trading about 9% higher at that time (Rogow, 2011). However, Foster’s has recommended that its shareholders reject SAB Miller’s latest takeover bid, saying it “undervalues” the firm, since then SAB Miller has gone hostile, saying it intends to make a second offer, direct to Foster’s shareholders.
    Some analysts said there was a chance that the ACCC or Foster’s would require SAB Miller to sell its interest in the joint venture because of the Foster’s acquisition. Currently, through a joint venture with the Coca-Cola subsidiary Pacific Beverages, SBA Miller is expanding the business in Australia. According to the plan, after the proposed acquisition, SAB Miller and Coca-Cola Amatil intend to terminate the joint venture so that SAB Miller will not wholly own both Foster and Pacific Beverage. ACCA announced that Pacific Beverages transformed into an independent beer producer and supplier isn’t likely to cause substantive competition problem.
    The attempt by SAB Miller to buy one of Australia’s most famous brands, once marketed with the slogan “Foster, Australian for beer!” could intensify debate over the rising number of foreign takeover bids in Australia. 
    Corporate takeover through the public markets (hereinafter "takeover") means the legal act intending to get the control of a public corporation by the means of acquisition of its shares. Takeover and its legal control are both important and complicated. In terms of law, the acquisition must be approved by the ACCC and through the approval of the Foster’s board.
    Australia, as a stable and high profit market, according to the takeover of Foster’s, Australia’s largest brewer appears mainly to raise the level of SBA Miller’s profits. Once the deal is reached, both sides were committed to abiding by the stipulations of the contract. If the two sides could not meet the requirements of each other, in case of any dispute, and no settlement can be reached through friendly negotiations, then we can submit the case to an international arbitration organization for arbitration.
    4.0 Defensive actions for Fosters
    Facing the threats and pressure of “hostile takeover”, Foster’s shareholders will be consider keeping shares and profits from any further rise in the stock or oppose to the acquisition for that the acquirer’s bid does not meet their psychological price. Managers may worry about position change or hope for better treatment. Golden Parachute may caused when management changes, company shareholders including CEO and other existing senior managers, no matter actively or passively resign, they will receive a considerable amount of compensation. In short, anti-takeover would have been flooded in the hostile takeover. As one of the most important defensive measures of hostile acquisitions, poison pill has significant impact on corporate management’s structure and corporate market control. Original Foster’s shareholders may entitled to buy stock of the new company at lower prices after the takeover completed, or have the right to buy shares in target company at low prices, acquirers have to accept dilution of their stock and their voting rights. The effect is like swallowing “poison pills” which is harmful and suffering for acquirers.
    As the world’s leading brewer, SAB Miller company owns Miller Lite, Peroni, Grolsch and other brands, Victoria Bitter, Pure Blond and Cascade etc. If the acquisition is successful, the acquisition will become the world’s second largest acquisition in wine industry. Although many industry watchers expected the demerger to lead to multiple bids for Foster’s, no arrival bid to SAB Miller’s emerged, though Foster’s said that would still consider one. SAB Miller, had negotiate with Foster’s on June 20th about the acquisition, and as AU 4.90 per share, SAB expresses its willingness to take over all the shares of Foster (BBC News, 2011), but the proposal was turned off by foster’s on the next day.
    Most of the facts has shown that takeovers will bring remarkable premium for the target firm (The Seattle Times, 2011), and the takeover offer for Foster’s Board is attractive, but at the same time, there is a kind of possibility that Foster’ inviting a friendly solid company and sending out competitive offer, forcing hostile acquirers raising the purchase price, increasing the cost of acquisition, and contributed to the friendly company’s acquisition and defeat hostile takeover. In the meantime, rivals with ample cash could buy themselves even more of a head start in the acquisition competition. It is often referred to as a white knight plan.
    In addition, by means of legal and administrative, Foster’s as a target company can acquire information disclosure, finding evidence in the acquisition procedures and exploring legal protection. Through national government protection policy to limit the right of acquirers and improve the acquirer’s bid.
    Above all, these are the defensive actions that Foster’s might take in different aspects.

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