Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 Assessing the Minimum Demandable Selling Price for a Company Assuming the Seller Pursues Wealth Accumulation Thomas Hering*, Christian Toll** and Dipl.-Kffr. Polina K. Kirilova*** In this paper a company owner (valuation subject) is interested in selling a certain company (valuation object), pursuing wealth maximisation. We apply an investment theory approach to determine his minimum demandable selling price. The seller may accept this price without the transaction proving disadvantageous from his point of view. The state marginal price-model allows us to determine this price under realistic imperfect market conditions. For the sake of simplicity, all modelling is done under the premise of monovalent cash streams. JEL Codes: D46, G31 and G34 1. Introduction Before engaging in a negotiation, a presumptive seller needs to know the worth of his company from his point of view. So he can decide whether the transaction is advantageous or not at a certain price. The sale promotes the interest of the potential seller (valuation subject) as long as the price he receives in exchange for the sold company (valuation object) does not come below the subjective value he associates with it. The price simply constitutes the negotiation outcome, whereas the value – according to the subjective value theory founded by Gossen (1854) and Menger (1871) – results from the marginal utility regarding a predefined subjective aim (Baum, Crosby & MacGregor, 1996; Peto, French & Bowman, 1996; French, 2011). The valuation process depends on the decision field, which is constituted of all opportunities for action available to the valuation subject, as well as on the target function (usually prosperity maximisation, i.e. wealth or income maximisation). The seller‟s calculations are based on the future uncertain cash stream expected to be realised. Thus the seller will only engage in a transaction, if the sale results in a target achievement level at least not lower than the one attainable when refraining from the transaction. A business valuation shall help to judge on the economic adequacy of a given price for the transfer of the valuation object. It is important to bear in mind that each appraisal is subject to the intended purpose. The functional business valuation theory facilitates such purpose-orientated valuation by providing guidelines for the different valuation tasks. The three main functions – decision, mediation and argumentation – imply intended change in ownership (Matschke & Brösel, 2013). The most important among them is the decision function (Hering, 1999: 3). It provides the decision value for the valuation subject, which constitutes its limit of concession willingness in the specific conflict situation. *Prof. Dr. Thomas Hering, Chair of Business Administration, esp. Investment Theory and Business Valuation, Fern-Universität in Hagen, Germany, Email: thomas.hering@fernuni-hagen.de **Dr. Christian Toll, Chair of Business Administration, esp. Investment Theory and Business Valuation, Fern-Universität in Hagen, Germany, Email: christian.toll@fernuni-hagen.de ***Dipl.-Kffr. Polina K. Kirilova, Chair of Business Administration, esp. Investment Theory and Business Valuation, FernUniversität in Hagen, Germany, Email: polina.kirilova@fernuni-hagen.de 1 Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 In the case of a company sale, the seller seeks to surrender the ownership of the company in return for a – typically monetary – compensation. Focal point of the emerging negotiation is the agreement upon the conditions of the ownership transfer. To avoid any economic disadvantage, the presumptive seller should be aware of his individual limit of concession willingness in the given negotiation. Provided that the only controversial issue is the amount of the monetary compensation, this limit is equal to the minimum price (marginal or critical price) he may accept without suffering an economic disadvantage (Matschke, 1975; Ballwieser & Hachmeister, 2013: 3; Baum, Crosby & MacGregor, 1996: 37; French, 2011: 313; Hutchison & Nanthakumaran, 2000: 35 f.). Applying the investment theory, models were developed to compute the subjective decision value. Those models can either be general, as showed in this paper, or partial. In fictitious perfect capital market the Fisher-Separation (Fisher, 1930) holds and the marginal price can be relatively easy obtained applying a partial model (Hering, 2006: 36 ff.; Ballwieser & Hachmeister, 2013: 13 ff.; Drukarczyk & Schüler, 2009: 203 ff.). The future earnings value can then be calculated without minding the entire complex decision field of the valuation subject, as the interest rate is exogenous. In a real imperfect market it is inevitable to consider the interdependent investment, financing and consumption decisions simultaneously. The consumption preference of the valuation subject is expressed in the predefined structure of withdrawals and is no longer separable from the time preference of the money. It affects the temporal distribution and the level of the individual withdrawals as well as the investment and financing decisions. Thus, the shadow prices for each period (the endogenous marginal interest rates), which are required for the partial model, can only be determined for the specific conflict situation as a by-product of the general model solution (Hirshleifer, 1958; Dean, 1969). In our paper we will exemplary assess the subjective limit of concession willingness for a potential seller. As this is to be done under realistic conditions, the business valuation method of choice is the general model “state marginal price model”. For the sake of simplicity, all modelling is done under the premise of certainty. The subjective target of the presumptive seller is wealth maximisation, i.e. he strives for the greatest possible asset value as opposed to maximising the income stream size. 2. Literature Review In order to calculate the decision value in the context of a company sale, the state marginal price model will be introduced below (Hering, 2006: 43 ff.). This model combines the advantages of the mixed integer model of Laux/Franke (1969) with the two-step procedure of Jaensch (1966: 138) and Matschke (1975: 253 ff. and 387 ff.). Laux/Franke (1969: 207-210) calculate the marginal price of a certain cash stream within an imperfect capital market by applying the multi-period simultaneous planning approaches of Hax (1964) and Weingartner (1963). Thereby, they set an obviously advantageous price into their linear optimisation model. Afterwards Laux/Franke (1969) vary this price continuously in a parametric manner until the change in ownership of the valuation object becomes disadvantageous. This means that the variable representing the valuation object is no longer part of the optimal investment and financing programme (Laux & Franke, 1969: 208 f.). So the model of Laux/Franke (1969) requires a numerically extensive mixed-integer parametric optimisation. The models of Jaensch (1966) and Matschke (1975) handle this problem by determining the decision value in a two-step procedure. The first step is to calculate – as a so-called base programme – the investment and financing programme, which maximises the target function value 2 Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 (income EN or asset value GW) under unchanged property conditions regarding the valuation object. Subsequently, in a second step the valuation object has to be removed from the investment programme of the presumptive seller in the case of a company sale. Then, the minimum demandable price as an immediate payment is searched. Hence, the decision field is altered by removing the valuation object at a price of p and additionally supplemented by the condition that at least the target function contribution of the base programme must be achieved again. The result of this second step is the so-called valuation programme with its optimal value p* that indicates the requested lower price limit as an immediate payment (i.e. decision value or marginal price). As opposed to Laux/Franke (1969), the models of Jaensch (1966) and Matschke (1975) suffer from the blemish that the imperfect capital market is not considered in the lapse of time. Instead, a single accumulated number of success is assigned to each multi-period investment and financing object (Matschke, 1975: 253 ff.). The state marginal price model combines the advantages of these models in a way that allows to determine the marginal price at the time t = 0 under imperfect capital market conditions by setting up a base and a valuation approach without being dependent on the mixed-integer parametrical optimisation as the Laux/Franke model (Laux & Franke, 1969). 3. The Methodology and Model In the following sections it is assumed that the valuation subject pursues the target wealth maximisation, wherefore he strives for the greatest possible GW (Hering, 2006: 57 ff.; Hering, 2008: 142 ff.; Toll, 2011: 76 ff.). GW is the sum of the weighted withdrawals w t G t for each point in time t. The weightings w t reflect the consumption preference of the valuation subject. A fixed income stream may be considered in order to ensure an adequate spending opportunity. To ensure the existence of the company beyond the planning horizon n, the autonomous cash flow bn has to additionally consider a sufficient terminal asset as a fictive withdrawal. This terminal asset represents the present value of a perpetual annuity and thus allows the continuation of the desired dividend level. The autonomous cash flow bt results beyond that from the predetermined payments (e.g., from current business operations and existing loan obligations), is independent of the assessed available objects j and can be positive, negative or zero. Furthermore, the following assumptions are made for the valuation subject as the presumptive seller (Hering, Toll & Kirilova, 2013: 40 f.). The planning period extends n periods, whereas t = 0 defines the valuation and decision point in time. In the baseline situation m investment and financing objects j are at the valuation subject‟s disposal (j = 1, ..., m). This also includes at any point in time the opportunity of borrowing money, the opportunity to invest money in financial assets as well as unlimited cash holdings. The cash stream of the object j is determined as follows: gj := (gj0, gj1, …, gjt, …, gjn) with gjt being the cash flow of object j at time t. The variable xj shows how often an investment or financing object j can be realised. For the variables xj there are upper bounds xjmax (which may also be ). The n + 1 liquidity constraints ensure that at any point in time t the sum of all cash flows remains non-negative. In other words, the liquidity constraints have to ensure that at any time t the sum of all cash flows from the realised investment and financing objects as well as from autonomous payments suffice to enable the desired withdrawals. Moreover, the variables Gt and xj are limited to non-negative values. All in all, the base programme (the combination of financing and investment options that maximises the valuation subject‟s success without the company sale in question) results from the in figure 1 presented linear optimisation approach “max GW“ (Hax, 1964: 435 ff.; Franke & Laux, 1968: 755; Hering, 2008: 144; Brösel, Matschke & Olbrich, 2012: 250; Hering, Olbrich & Steinrücke, 2006: 3 Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 410; Matschke, Brösel & Matschke, 2010: 13 f.; Lerm, Rollberg & Kurz, 2012: 265; Hering, Toll & Kirilova, 2013: 42). The simplex algorithm (Dantzig, 1966) calculates the optimal solution of this linear approach resulting in a maximum target function value GW*. Selling the company at a price p is then only economically viable if the valuation programme yields at least the optimal target function value GW* of the base programme (Hering, 2006: 58 and 82; Toll, 2011: 100). If the valuation subject no longer possesses the company V, it gives up the cash stream gV := (0, gV1, gV2, ... , gVt, ... , gVn). For this reason, these cash flows gVt have to be subtracted from the autonomous payments bt. In exchange he receives the price p at time t = 0. The decision value is then to be determined (Hering, Olbrich & Steinrücke, 2006: 410 f.; Brösel, Matschke & Olbrich, 2012: 250). The presumptive seller has to know which price he must at least demand, without the sale putting him into a worse position than if he had kept the company and implemented the available base programme. In this manner, p must consequently be minimised, taking into account the restrictions of the original decision field as well as the loss of the payment stream from the sold company and subject to the additional condition of not violating GW*. The answer can be found with the help of the valuation approach “min U“ in figure 1 (Hering, 2006: 82; Toll, 2011: 101). Again, the simplex algorithm generates the optimal solution (valuation programme) and thus provides not only the marginal price p* (min. p, i.e. the decision value) but also the seller‟s optimal investment and financing programme, restructured by the removal of the sold company‟s payments in exchange for the price p = p*. Figure 1: base and valuation approach max. GW; GW := min. U; U := p – p b0 b0 bt – gVt bt – xj xj, Gt 0 t {1, 2, ... , n} –GW* xj xj, Gt, p 0 j {1, 2, ... , m} j {1, 2, ... , m}, t {0, 1, 2, ... , n} 4. Exemplary Presentation and Findings Now, a fictive example will be conceived in order to illustrate the procedure presented above. Matter of interest is the firm A aspiring to sell the daughter company V. The management forecasts that if the ownership of the company V is not surrendered, it will be accompanied in the planning period (n = 5) by the cash stream gV = (0, 20, 25, 30, 20, 10) and from the sixth year on by a perpetual annuity in the amount of 5 monetary units (MU). At the valuation date t = 0 company A expects that the previous business activity leads to a perpetually arising deposit excess amounting to 100 MU. The perpetual annuities are taken into account in the example, using the generally estimated interest rate of 5% p.a. for t > n = 5, resulting in an autonomous cash stream b of the structure (0, 120, 125, 130, 120, 2 210). 4 Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 In order to reduce the complexity of the example, we assume that firm A has only a few investment and finance options. Firstly, at t = 0 company A can invest in a tangible asset (e.g., a modernisation of the existing production lines) which is associated with the payment stream (–200, 15, 15, 15, 15, 315) and can be realised partially. Secondly, firm A is able to invest an unlimited amount of money in financial assets that promise a return of 5% per annum (p.a.). For financing a five-year zero coupon loan is available at t = 0 provided by the local bank at an annual interest rate of 7% restricted to 70 MU. Furthermore, company A can debit a revolving line of credit at a short-term interest rate of 12% p.a. limited to 100 MU. Company A pursues wealth maximisation, striving only for a maximum terminal asset value EW at the end of the planning horizon n. Thus, the weightings are w t = 0 for 0 t < n and w n = 1. Furthermore, for t = 1 to 5 A requires a fixed withdrawal in the amount of 90 MU for dividend payout purposes. Taking the given decision field (without the sale of company V = baseline situation), the terminal asset value GW* = EW* = 2 355.8064 MU results from the base approach. Due to the credit bottleneck only 85% of the tangible asset investment can be realised. Not only the zero coupon loan is fully utilized, but also in the first three years additional short-term financing is required. At t = 0 the complete credit line of 100 MU is exhausted. Investments in financial assets take place in fourth and the fifth year. Table 1 shows the base programme as a complete finance schedule. Table 1: Complete finance schedule of the base programme in the case of a credit limit Time bt Tangible asset (85%) Zero coupon loan Revolving line Financial asset Repayment Fixed withdrawal Credit balance t=0 t=1 t=2 t=3 t=4 t=5 0 120 125 130 120 2 210 –170 12.75 12.75 12.75 12.75 267.75 70 100 0 69.25 0 29.81 0 0 –98.1786 –100 –112 –90 –69.25 –77.56 –90 –29.81 –19.3628 –33.3872 –90 19.3628 –63.0809 20.3309 –90 63.0809 66.235 –90 2 355.8064 In a second step company V accompanied by the cash stream gV has to be removed from the investment programme of firm A. In exchange the presumptive seller A has to answer the question which immediate payment he can just accept without violating the terminal asset value EW*. According to the valuation approach, this marginal price p* is 140.6413 MU. The complete valuation programme can be described as follows: Company V is no longer part of the optimal investment and financing programme. That‟s why the tangible asset investment can now be realised completely. Due to the improved financing situation, only 52.91% of the zero coupon loan is necessary to fund the valuation programme. Short-term financing is only required at time t = 0 (22.3214 MU). In the second year neither short-term financing nor investment in financial assets are possible. From the third year on investments in financial assets are executed. Company A is still able to provide the terminal asset value EW* = 2 355.8064 MU. Table 2 shows the valuation programme as a complete finance schedule. 5 Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 Table 2: Complete finance schedule of the valuation programme in the case of a credit limit Time bt – gVt Marginal price p* Tangible asset Zero coupon loan (52.91%) Revolving line Financial asset Repayment Fixed withdrawal Credit balance t=0 0 140.6413 –200 t=1 100 t=2 100 t=3 100 t=4 100 15 15 15 15 315 37.0373 0 0 0 0 –51.9468 22.3214 0 0 –25 –90 0 –25 0 –90 25 –51.25 26.25 –90 51.25 –78.8125 53.8125 –90 78.8125 82.7531 –90 2 355.8064 –22.3214 t=5 2 100 In order to illustrate in what way changes in the decision field of the valuation subject may affect the decision value, the example will now be modified as follows: In addition to the zero coupon loan, the local bank grants an unlimited overdraft facility at a short-term interest rate of 12% p.a. This affects in first place the optimal decisions in the baseline situation. Due to the improved financing situation the tangible asset investment can now be completely realised in the base programme (Table 3). This results in a higher terminal asset value EW* = 2 366.2048 MU. Additionally to the zero coupon loan, in the years one, two, three and four no investments in financial assets are possible as borrowings have to be engaged. Both at the decision point t = 0 as well as in the second year A borrows more than 100 MU. In year five, investments in financial assets are executed. Table 3: Complete finance schedule of the base programme in the case of an unlimited overdraft facility Time bt Tangible asset Zero coupon loan Revolving line Financial asset Repayment Fixed withdrawal Credit balance t=0 t=1 t=2 t=3 t=4 t=5 0 –200 70 130 120 15 0 100.6 125 15 0 62.672 130 15 0 15.1926 120 15 0 2 210 315 –98.1786 –130 –145.6 –90 –100.6 –112.672 –90 –62.672 –70.1926 –90 –15.1926 –27.9842 17.0158 –90 27.9842 29.3835 –90 2 366.2048 The changes in the decision field of company A further influence the valuation programme (Table 4). The minimum demandable price for V at time t = 0 is now 148.0552 MU. The desired terminal asset value of the base programme can also be realised in the valuation programme. As the price for V flows at t = 0 only 42.32% of the zero coupon loan and short-term financing only in the first year suffice to finance the valuation programme. In the second year neither short-term financing nor investment in financial assets takes place, but from the third year on A invests in financial assets. 6 Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 Table 4: Complete finance schedule of the valuation programme in the case of an unlimited overdraft facility Time t=0 t=1 t=2 t=3 t=4 t=5 bt – gVt 0 –200 100 15 100 15 100 15 100 15 2 100 315 29.6234 0 0 0 0 –41.5483 22.3214 0 0 –25 –90 0 –25 0 –90 25 –51.25 26.25 –90 51.25 –78.8125 53.8125 –90 78.8125 82.7531 –90 2 366.2048 Tangible asset Zero coupon loan (42.32%) Revolving line Financial asset Repayment Fixed withdrawal Credit balance –22.3214 5. Summary and Conclusions The discussion above demonstrates that a company valuation cannot be executed completely detached from the individual expectations and plannings of the specific valuation subject (Matschke & Brösel, 2013: 18). Appraisal always depends on the subjective aim and the decision field of the valuation subject. Even when the same company is being assessed from the perspective of different valuation subjects the decision value may vary, especially if they pursue different types of prosperity maximisation. In this paper we assumed that the valuation subject as a presumptive seller is interested in selling a certain company, pursuing the target wealth accumulation. He desires only a small fixed income stream and the greatest possible terminal asset value at the end of the planning horizon. The example shows that even the same valuation subject may come to diverging limits of concession willingness regarding the same valuation object when the underlying decision field changes (Hering, Toll & Kirilova, 2013: 44.; Matschke & Brösel, 2013: 368). The minimum demandable price for the very same cash stream depends on the available opportunities for action. We have shown that simply removing the short-term credit upper limit alters the minimum demandable price of the same company noticeably. Valuation methods based on financing theory assume a fictitious perfect market. These methods do not take into consideration the individual expectations and plannings of the specific valuation subject. Instead, they seek the one “true” value that has to be valid in general for everybody (Hering, Toll & Kirilova, 2013: 44). For this reason, such methods are not appropriate to determine the critical price under realistic market conditions. Accordingly, its calculation can only be achieved by a business valuation based on investment theory, which can consider – as shown in this article – the existing market imperfections as well as the individual expectations and plannings of the presumptive seller. Of course, the determination of the decision value using the state marginal price model has also engendered criticism (Koch, 1982: 25 ff.; Rollberg, 2002: 4 ff.; Ballwieser, 1990: 28 f.; Hering, Toll & Kirilova, 2013: 44). In a general model all investment and financing objects are directly included in a simultaneous optimisation approach. As this requires elaborate information gathering and processing, a centralised simultaneous planning with general models is often marked by complexity and clumsiness. Even if it were possible to develop a general model considering all data and interdependences, this model would suffer from a solution defect, since the optimal solution could not be found at economically viable expense. 7 Proceedings of World Business and Economics Research Conference 24 - 25 February, 2014, Rendezvous Hotel, Auckland, New Zealand, ISBN: 978-1-922069-45-0 References Ballwieser W 1990, Unternehmensbewertung und Komplexitätsreduktion, Wiesbaden: Gabler. 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