Spring 2022 Acquisition Data Final Exam Solutions – Yale University
What Is the Significance of Acquisition Analysis?
Explain Publicly Available Information as A Source of Acquisition Data
What Is the Purpose of Using Public Information to Obtain Data?
Explain How an Acquiror Obtains Acquisition Data by Interviewing?
Write a Sample Questionnaire Used to Obtain Acquisition Data
- Memorandum and articles of association.
- Authorized and issued share capital, including details of voting and dividend rights.
- Details of capital convertible into shares and of any warrants or options outstanding.
- Terms of any trust deeds or major loan agreements.
- Details of any litigation or material claims.
- Minutes of recent board meetings.
- Latest audited accounts for the company, group, individual subsidiaries, and, where appropriate, associates for as many past years as is useful.
- Copy of the consolidation schedule used in drawing up the consolidated accounts.
- Profit and cash flow budgets or forecasts for the current and, if available, subsequent years and projected balance sheet.
- Statement of borrowings and cash position and capital commitments, guarantees, leases, and other financial commitments. Details of any significant foreign exchange exposure.
- Monthly management accounts for the current year.
- List of properties and other major fixed assets with current valuations, and, if relevant, a schedule of tenancies and insurance coverage.
- Details of any tax losses and of assets with book value higher than their tax was written down value.
- Details of any intangible assets such as trademarks or patents.
- Details of pension or provident fund scheme. Is it fully funded? Is it overfunded?
- Summary of monthly or weekly share price movements, price-earnings ratio, dividend yield, and net asset backing over say the past 12 months.
- Analysis of the level of turnover in shares and buying cost to major shareholders.
- Details of major shareholders and spread of shareholdings.
- Names of directors, their business background, their involvement in the group, and their shareholdings.
- Details of contracts of service.
- Organisation chart.
- Numbers of employees, where located, typical training or qualifications, and union involvement, if any.
- Description of business and products and services.
- Sales/marketing organization and procedures, trade or conference member-ships, import or export quotas, licenses, and distribution agreements or agencies.
- Geographical spread of production and sales.
- Level of research and development expenditure, new products, competitive position, payment reputation.
- Details of any organization, affiliated or not, on which the company's business critically depends. Top ten customers and the percentage of sales they account for.
Market statistics (if listed)
Directors, management, and employees
It should be emphasized that slapping down a standardized list of questions is one of the surest ways to kill an acquisition proposal. A selective approach will elicit a more positive response from the vendor and start the acquirer's analysis off on the right track.