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Financial and strategic implications of mergers and acquisitions









                   Example 3





                   The directors of GG Co have decided to sell off one of the company's
                   subsidiaries, HH Co, for $100 million.

                   The managers of HH Co are keen to set up a management buyout in order to
                   take control of their company.

                   They have proposed the following financing package, after lengthy
                   discussions with bankers and venture capitalists (VC):

                                                                                                $m

                   Equity invested by managers ($1 'A' shares with 1 vote each)                  10

                   Equity invested by VC ($1 'B' shares with 1 vote for every 10 shares)     30

                   5 year borrowing from VC – unsecured, 10% interest rate                       30


                   5 year borrowing from bank – secured, 6% interest rate                        30

                   TOTAL                                                                       100

                   Which THREE of the following statements about the financing package
                   are false?

                   A    The managers own enough of the equity to enable them to vote and
                        carry decisions in a general meeting

                   B    The venture capitalists own enough of the equity to prevent the
                        managers from voting and carrying decisions in a general meeting

                   C    If HH Co were to go into liquidation, the bank borrowing would take
                        priority over all the other sources of finance

                   D    The bank borrowing interest rate is lower than that on the borrowing from
                        the venture capitalists because the bank borrowing is a mezzanine loan

                   E    If HH Co were to go into liquidation, the borrowing from the venture
                        capitalists would take priority over all the other sources of finance








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