BRISA’S takeover offer

This project is composed by a Case Study regarding Tagus’ takeover offer for Brisa. The case study describes each player involved in the operation: the target company – Brisa, the acquirers – José de Mello and Arcus; as well as the circumstances surrounding the takeover, with a description of the takeover itself and the conflict between the acquirers and Abertis. Associated to the case, there is a group of six question and their respective answers, regarding the motive of the takeover, the price per share, what should be the positions of Brisa’s shareholders regarding the takeover and the reason Brisa’s share price declined after the success of the operation.

Audit committee effectiveness in a mandatory disclosure environment

This study examines audit committee effectiveness in its association with regulatory compliance in a highly sanctioned environment. It uses the Australian continuous disclosure regime to investigate whether audit committee effectiveness is associated with a higher frequency of disclosures, thereby enhancing the efficiency of the capital market and creating more informed individual investors. The findings show that, as hypothesised, audit committee effectiveness measured as an index composed of sub-components involving audit committee size, meeting frequency, independence, member financial literacy and membership of other audit committees, is positively associated with disclosure frequency. Further tests show that it is the financial literacy sub component which is most implicated in this relationship. Company size, years of listing, the proportion of inventories and receivables to total assets, whether or not the company has been involved in a takeover offer or bid or in changes to its number of shares are significant control variables.

PT Multimedia

The purpose of the present case – and accompanying Teaching Notes – is to better understand the spin-off of PT Multimédia, by Portugal Telecom, after receiving a Public Takeover Offer from Sonaecom, in 2006. The Government and the Competition Authority had never looked in a serious way at PT’s dominant position and the lack of room for competition in the TMT sector – PT was the owner of both the cable and copper networks, having access to privileged information from its competitors with control over the wholesale and retail businesses. In 2006, the company received a takeover offer from Sonaecom, the TMT subsidiary from the Portuguese conglomerate Sonae. The offer was voted and rejected by a majority of PT shareholders, but the whole process triggered several recommendations from the regulatory bodies. As a result, PT divested its cable business with the spin-off of PT Multimédia, giving birth to a new competitor and a totally different landscape in the telecommunications sector in Portugal.

Commentary : Biomaterials offer cancer research the third dimension

In a mini review from 2002, Tyler Jacks and Robert Weinberg commented on the pioneering three-dimensional (3D) culture work from Bissell laboratories and concluded: “Suddenly the study of cancer cells in two dimensions seems quaint if not archaic.” The relevance of this statement for planning and executing mechanistic biological studies and advanced drug testing has been largely disregarded by both academic researchers and the pharmaceutical and biomedical industry in the twenty-first century.

Enhancing pathways for ACE learners : Building the capacity of Adult and Community Education (ACE) providers to offer non-accredited courses and VET modules with pathways into VET programs.

This report presents findings from a project that considered a) the current capacity of Adult and Community Education (ACE) providers to offer non-accredited courses and single modules of accredited learning that provide pathways into full scale accredited VET programs, and b) the factors that aid and inhibit this from occurring. Based on the findings, suggestions are made as to what needs to be done to extend this capacity and thereby to achieve the goals outlined in the 2008 Ministerial Declaration on Adult Community Education.

Beware the second offer!

In conveyancing of all types, it is very common that a contract will only be formed after often lengthy negotiations which may involve a counter-offer or multiple counter-offers. At common law, the laws of contract that govern these arrangements are well known and well understood. However, the legislative overlay imposed by the requirements of the Property Agents and Motor Dealers Act 2000 (Qld) (‘PAMDA’) can create difficulties as illustrated by the result in Rice v Ray [2009] QDC 275.

The language of optimism : how entrepreneurs sell the sizzle in business plan offer documents

Existing macro level research on the new venture creation process recognises the entrepreneur as a central agent in the process yet generally avoids, at each stage of the process, an examination of the micro level psychological behaviour of the individual entrepreneur. By integrating two theoretical approaches to entrepreneurship research, the psychology of the entrepreneur and the entrepreneurship process, this paper examines, using content analysis, the language used by new venture founders in documents directly linked to their capital raising activity. The study examined the language of 108 offer documents (information memorandum’s) which were divided between 54 new ventures that were successful in raising capital and 54 new ventures that either did not proceed further or were not successful in raising capital through the Australian Small Scale Offerings Board. Specifically, we were interested in examining the level of optimism evident in these narratives given that entrepreneurs have been previously described in the literature as being excessively optimistic.

Federal Court Rules O23 r 11 - offers of compromise - offer for dismissal of claim and to forego recovery of costs.

In Uniline Australia Ltd ACN 010752057 v S Briggs Pty Ltd ACN 007415518 (No 2) [2009] FCA 920 Greenwood J considered a number of principles guiding the exercise of discretion in relation to costs, particularly when offers of compromise have been made under the formal process provided by the Federal Court Rules.

Offer to settle a taxing question

This article considers the implications of the decision of the Full Court of the Federal Court in Commissioner of Taxation v Clark (No 2). In that case the Court examined the position of the Commissioner of Taxation as a litigant. In particular, the court examined the significance of the commissioner's duty to administer taxation legislation on the court's exercise of discretion relating to costs orders when offers to settle have been made.

UCPR r 360 – offers to settle – joint offer by first and second plaintiffs

The decision in ACN 070 037 599 Pty Ltd v Larvik Pty Ltd (No 2) [2008] QSC 118 involved a consideration of the implications for a plaintiff whose offer to settle under Part 5 of the Uniform Civil Procedure Rules 1999 (Qld) was made jointly with another plaintiff who abandoned her action before trial. The court found nothing wrong with the making of a joint offer. It concluded the successful plaintiff would be entitled to indemnity costs on the simple test of whether the judgment for that plaintiff was more favourable than the offer.

The valuation accuracy of multiples in mergers and acquisitions, and their association with firm misvaluation

This study explores the accuracy and valuation implications of the application of a comprehensive list of equity multiples in the takeover context. Motivating the study is the prevalent use of equity multiples in practice, the observed long-run underperformance of acquirers following takeovers, and the scarcity of multiplesbased research in the merger and acquisition setting. In exploring the application of equity multiples in this context three research questions are addressed: (1) how accurate are equity multiples (RQ1); which equity multiples are more accurate in valuing the firm (RQ2); and which equity multiples are associated with greater misvaluation of the firm (RQ3). Following a comprehensive review of the extant multiples-based literature it is hypothesised that the accuracy of multiples in estimating stock market prices in the takeover context will rank as follows (from best to worst): (1) forecasted earnings multiples, (2) multiples closer to bottom line earnings, (3) multiples based on Net Cash Flow from Operations (NCFO) and trading revenue. The relative inaccuracies in multiples are expected to flow through to equity misvaluation (as measured by the ratio of estimated market capitalisation to residual income value, or P/V). Accordingly, it is hypothesised that greater overvaluation will be exhibited for multiples based on Trading Revenue, NCFO, Book Value (BV) and earnings before interest, tax, depreciation and amortisation (EBITDA) versus multiples based on bottom line earnings; and that multiples based on Intrinsic Value will display the least overvaluation. The hypotheses are tested using a sample of 147 acquirers and 129 targets involved in Australian takeover transactions announced between 1990 and 2005. The results show that first, the majority of computed multiples examined exhibit valuation errors within 30 percent of stock market values. Second, and consistent with expectations, the results provide support for the superiority of multiples based on forecasted earnings in valuing targets and acquirers engaged in takeover transactions. Although a gradual improvement in estimating stock market values is not entirely evident when moving down the Income Statement, historical earnings multiples perform better than multiples based on Trading Revenue or NCFO. Third, while multiples based on forecasted earnings have the highest valuation accuracy they, along with Trading Revenue multiples for targets, produce the most overvalued valuations for acquirers and targets. Consistent with predictions, greater overvaluation is exhibited for multiples based on Trading Revenue for targets, and NCFO and EBITDA for both acquirers and targets. Finally, as expected, multiples based Intrinsic Value (along with BV) are associated with the least overvaluation. Given the widespread usage of valuation multiples in takeover contexts these findings offer a unique insight into their relative effectiveness. Importantly, the findings add to the growing body of valuation accuracy literature, especially within Australia, and should assist market participants to better understand the relative accuracy and misvaluation consequences of various equity multiples used in takeover documentation and assist them in subsequent investment decision making.

On the allocation of a takeover purchase price under AASB1013

The purpose of this paper is to document and explain the allocation of takeover purchase price to identifiable intangible assets (IIAs), purchased goodwill, and/or target net tangible assets in an accounting environment unconstrained with respect to IIA accounting policy choice. Using a sample of Australian acquisitions during the unconstrained accounting environment from 1988 to 2004, we find the percentage allocation of purchase price to IIAs averaged 19.09%. The percentage allocation to IIAs is significantly positively related to return on assets and insignificantly related to leverage, contrary to opportunism. Efficiency suggests an explanation: profitable firms acquire and capitalise a higher percentage of IIAs in acquisitions. The target's investment opportunity set is significantly positively related to the percentage allocation to IIAs, consistent with information-signalling. The paper contributes to the accounting policy choice literature by showing how Australian firms make the one-off accounting policy choice in regards allocation of takeover purchase price (which is often a substantial dollar amount to) in an environment where accounting for IIAs was unconstrained.