Thermo Fisher

Thermo Fisher paid $76 per share for each outstanding share of Life Tech. What is the

maximum offer price Thermo Fisher could have made without ceding all of the synergy value

to Life Tech shareholders? (Hint: Using the Transaction Summary Worksheet, increase the

offer price until the NPV in the section entitled Valuation turns negative.) Why does the offer

price at which NPV turns negative represent the maximum offer price for Life Tech? Undo

changes to the model before answering subsequent questions.

2. Thermo Fisher designed a capital structure for financing the deal that would retain

its investment grade credit rating. To do so, it targeted a debt-to-total capital and

interest coverage ratio consistent with the industry average for these credit ratios.

What is the potential impact on Thermo Fisher’s ability to retain an investment grade

credit rating if it had financed the takeover using 100% senior debt? Explain your

answer. (Hint: In the Sources and Uses section of the Acquirer Transaction Summary

Worksheet, set excess cash, new common shares issued, and convertible preferred shares

to zero. Senior debt will automatically increase to 100% of the equity consideration plus

transaction expenses.48) Undo changes to the model before answering subsequent

questions.

3. Assuming Thermo Fisher would have been able to purchase the firm in a share for share

exchange, what would have happened to the EPS in the first year? Explain your answer.

(Hint: In the form of payment section of the Acquirer Transaction Summary Worksheet, set the percentage of the payment denoted by “% Stock” to 100%. In the Sources and Uses

section, set excess cash, new common shares issued, and convertible preferred shares to zero.)

Undo changes made to the model before answering the remaining question.

4. Mark Fisher, CEO of Thermo Fisher, asked rhetorically what if synergy were not realized as

quickly and in the amount expected. How patient would shareholders be if the projected

impact on earnings per share was not realized? Assume that the integration effort is far more

challenging than anticipated and that only one-fourth of the expected SG&A savings, margin

improvement, and revenue synergy are realized. Furthermore, assume that actual integration

expenses (shown on Newco’s Assumptions Worksheet) due to the unanticipated need to

upgrade and colocate research and development facilities and to transfer hundreds of

staff are $150 million in 2014, $150 million in 2015, $100 million in 2016, and $50 million in

2017. The model output resulting from these assumption changes is called the Impaired

Integration Case.

What is the impact on Thermo Fisher’s earning per share (including Life Tech) and the

NPV of the combined firms? Compare the difference between the model “Base Case” and

the model output from the “Impaired Integration Case” resulting from making the changes

indicated in this question. (Hint: In the Synergy Section of the Acquirer (Thermo Fisher)

Worksheet, reduce the synergy inputs for each year between 2014 and 2016 by 75%

and allow them to remain at those levels through 2018. On the Newco Assumptions

Worksheet, change the integration expense figures to reflect the new numbers for 2014,

2015, 2016, and 2017.)

 

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