Suggested solution to case study – ACC7008 a) Find the appropriate cost of capital for the proposed combined firm. Clearly show all calculations and state any assumptions you may have relied on for the calculation. (10 marks) Answer a) To value the acquisition, students need to estimate the appropriate weighted average cost of capital (WACC) . Calculation of WACC is straightforward using the following formula: 𝑅𝑤𝑎𝑐𝑐 = 𝐸 𝐷 𝑅𝐸 + 𝑅 (1 − 𝑇𝑐 ) 𝐸+𝐷 𝐸+𝐷 𝐷 𝑅𝐷 is given as 5.0% in the question; most of the other elements of the above equation are also given in the question including the corporate tax rate (Tc). However, one key element that needs to be figured out is 𝑅𝐸 and this can be calculated using CAPM with beta for a levered firm. The question provides information on unlevered beta (1.21) and this can be used to find out the levered beta (as applicable) using the following formula: Beta_levered = 1.21 * [1+(1-0.27)]*(35/100)] = 1.52 Now, finding cost of Equity using CAPM, Cost of equity (using CAPM) = 3.5% + 1.52(8.5%) = 16.41% appx Students may also suggest using the capital structure of the target firm or the capital structure of the combined firm immediately after the acquisition financing. They are free to assume any other reasonable D/E ratio, with clear justifications, if they want. Now WACC, can be calculated as follows 𝑅𝑤𝑎𝑐𝑐 = 𝐸 𝐷 𝑅𝐸 + 𝑅 (1 − 𝑇𝑐 ) 𝐸+𝐷 𝐸+𝐷 𝐷 WACC = [(100/135)*16.41%] + [(35/135)*5%*(1-0.27)] = 12.16% + 0.95% = 13.1% Alternatively, students could use the unlevered cost of equity, with clear justifications, if they so desire. If TrueClean’s debt to equity ratio is used, the levered beta and cost of equity, and in turn, WACC will be slightly different. This approach assumes that the book value and market value of equity (and debt) is the same. b) Assuming that the acquisition does not take place, calculate the present value of both the firms. Clearly show all calculations and state any assumptions you may have relied on for the calculation. (20 marks) Answer b Find the free cash flows (FCF) of both the firms from the given tables, and then calculate the PV at the WACC, as follows: GREENCITY’s FCF: Net sales Operating profit Net income Depreciation and amortization Change in net working capital Capital expenditure Total FCF FCF Terminal value PV (GREENCITY) 3.7 $61.1 2024 1,246.4 22.4 16.4 6.6 6.8 12.5 3.7 2025 1,322.4 23.8 17.4 7.0 5.7 13.2 5.5 5.5 5.8 2026 1,403.0 25.3 18.4 7.5 6.0 14.0 5.8 6.2 2027 1,488.6 26.8 19.6 7.9 6.4 14.9 6.2 6.5 $78.2 2028 1,579.4 28.4 20.8 8.4 6.8 15.8 6.5 6.8 4.4% growth in FCF TrueClean’s FCF: 2022 2023 2024 2025 2026 Net sales 578.5 608.0 639.0 671.6 705.9 Operating profit 29.5 31.0 32.6 34.3 36.0 Interest expense 0.6 0.6 0.6 0.6 0.6 Net income 21.1 22.2 23.4 24.6 25.8 Depreciation and amortization 10.2 10.5 10.8 11.1 11.4 Change in net working capital 2.3 1.6 1.7 1.8 1.8 Capital expenditure 14.5 15.2 16.0 16.8 17.6 Total FCF* 14.9 16.3 16.9 17.5 18.1 * note that interest expense (after tax) is added back as it will be accounted for by WACC FCF (without acquisition) 14.9 Terminal value (without acquisition) PV (TrueClean without acquisition) $175.7 16.3 16.9 17.5 18.1 18.9 4.4% growth $217.6 c) Assuming that the acquisition does take place, calculate the present value of both the firms. Clearly show all calculations and state any assumptions you may have relied on for the calculation. (60 marks) Take into account the information about the change in cash flows if the acquisition goes ahead, for both the firms. WACC Revenue growth Operating margin Net WC Capex Revenue Operating profits Taxes NOPAT Depreciation and amortization Net WC Chg in net WC Capex FCF Terminal value PV (GreenCity) Revenue growth Gross margin Operating expenses Capex Revenue 2024 2025 2026 2027 2028 13.10% 13.10% 13.10% 13.10% 13.10% 6.1% 3.5% 6.0% 1.0% 1246.4 43.6 11.8 31.8 6.6 74.8 -11.9 12.5 37.9 6.1% 3.5% 6.0% 1.0% 1322.4 46.3 12.5 33.8 7.0 79.3 4.6 13.2 23.0 6.1% 3.5% 6.0% 1.0% 1403.0 49.1 13.3 35.8 7.5 84.2 4.8 14.0 24.4 6.1% 3.5% 6.0% 1.0% 1488.6 52.1 14.1 38.0 7.9 89.3 5.1 14.9 25.9 6.1% 3.5% 5.5% 1.0% 1579.4 55.3 14.9 40.4 8.4 86.9 -2.4 15.8 35.4 4.0% growth per year $404.2 $321.7 -5.0% 9.0% 1.8% 2.0% 522.9 -5.0% 9.0% 1.8% 2.0% 496.8 10.0% 9.0% 1.8% 2.0% 546.5 10.0% 9.0% 1.8% 2.0% 601.1 10.0% 9.0% 1.8% 2.0% 661.2 Gross profits Operating profit Taxes NOPAT Depreciation and amortization Chg in net WC Capex FCF (with acquisition) 47.1 27.5 7.4 20.1 10.2 2.3 10.5 17.4 Terminal value (with acquisition) PV (TrueClean with acquisition) $207.6 44.7 25.3 6.8 18.5 10.5 1.6 9.9 17.4 49.2 28.6 7.7 20.9 10.8 1.7 10.9 19.0 54.1 32.2 8.7 23.5 11.1 1.8 12.0 20.8 59.5 36.2 9.8 26.5 11.4 1.8 13.2 22.7 4.0% growth $259.9 d) Evaluate the attractiveness of the proposed acquisition to the shareholders of both the companies - based on your calculations - and make a recommendation to Qiang if the acquisition should go ahead. (10 marks) This answer should be based on the answers of the previous questions. Based on the following summary table, the acquisition seems to add value to shareholders: a PV of GreenCity's CF after acquisition b Less: PV of GreenCity's CF pre-acquisition c Value created in acquisition 321.7 61.1 260.6 d PV of TrueClean's CF after acquisition e Less: PV of TrueClean's CF pre-acquisition f Value created in acquisition 207.6 175.7 31.9 g Total value created in acquisition (c + f) 292.5 h Share of value allocated to GreenCity's s/h ($250 - b) 188.9 i Share of value allocated to TrueClean's s/h (g - h) 103.6 Comments are expected on how the value is allocated to shareholders of both the companies. As is normal in acquisition transactions, most of the value created in the target company goes to the shareholders of the target company.