Mergers and Acquisitions University

Mergers, Acquisitions, and Corporate Restructurings - Mid-Term Exam

40 questions
60 min
Answer key

Exam info

Subject
Mergers and Acquisitions
Exam type
University
Questions
40
Duration
60 min
Answers
✓ With explanations

Questions (40)

  1. Q 1.

    According to Chapter 1, in which year did U.S. M&A dollar volume peak during the strong 2003-2007 period?

    • A.

      2005

    • B.

      2006

    • C.

      2007

    • D.

      2008

  2. Q 2.

    What made Vodafone's 1999 takeover of Mannesmann historically significant from a German corporate perspective?

    • A.

      It was the first time a large British company was acquired by a German firm.

    • B.

      It was the largest deal of all time and the first hostile takeover of a major German company by a foreign firm.

    • C.

      Deutsche Bank led a vigorous legal defense to block the takeover.

    • D.

      Mannesmann was much larger than Vodafone by market capitalization.

  3. Q 3.

    A merger between an Italian eyeglass manufacturer (Luxottica) and the U.S. retailers that sell its products is best classified as what type of merger?

    • A.

      Horizontal merger

    • B.

      Vertical merger

    • C.

      Conglomerate merger

    • D.

      Consolidation

  4. Q 4.

    According to the Mergerstat methodology described in the chapter, how is enterprise value calculated?

    • A.

      Base equity price less the value of the target's debt and preferred stock.

    • B.

      Total purchase price times the number of shares outstanding.

    • C.

      Base equity price plus the value of debt and preferred stock, less cash.

    • D.

      Market capitalization on the closing date only.

  5. Q 5.

    The 1986 combination of Burroughs and Sperry to form Unisys is best described as a:

    • A.

      Horizontal merger

    • B.

      Conglomerate merger

    • C.

      Consolidation

    • D.

      Reverse merger

  6. Q 6.

    A contingent payment structure in which part of the acquisition price is tied to the future performance of the acquired business is called:

    • A.

      Floating exchange ratio

    • B.

      Earn-out

    • C.

      Collar provision

    • D.

      Holdback provision

  7. Q 7.

    Which of the following companies is cited in the chapter as a 'new-economy' conglomerate?

    • A.

      Exxon

    • B.

      Altria/Philip Morris

    • C.

      Alphabet (parent of Google)

    • D.

      Kinder Morgan

  8. Q 8.

    According to Table 1.5, which firm ranked first as a U.S. financial advisor to M&A deals in 2016?

    • A.

      Morgan Stanley

    • B.

      JPMorgan Chase & Co.

    • C.

      Goldman Sachs & Co.

    • D.

      Bank of America Merrill Lynch

  9. Q 9.

    In the M&A negotiation process, a document prepared by the buyer (with possible seller input) that sets forth the major terms of the deal and may or may not be binding is called a:

    • A.

      Letter of intent

    • B.

      Final merger agreement

    • C.

      Term sheet

    • D.

      Confidentiality agreement

  10. Q 10.

    Risk arbitrageurs in M&A transactions:

    • A.

      Lock in riskless gains by simultaneously buying and selling the same asset in different markets.

    • B.

      Purchase shares of potential targets after a public offer announcement, hoping to earn the takeover premium.

    • C.

      Always profit regardless of whether the announced deal ultimately closes.

    • D.

      Invest only in deals that have already closed.

  11. Q 11.

    A leveraged buyout (LBO) is best characterized by:

    • A.

      The use of significant debt combined with an equity investment to acquire a company.

    • B.

      Acquisition financed exclusively with the acquirer's retained earnings.

    • C.

      A transaction that always involves a publicly listed target.

    • D.

      A tax-free stock swap between two public corporations.

  12. Q 12.

    In a forward triangular (forward subsidiary) merger:

    • A.

      The target merges directly into the publicly held purchaser.

    • B.

      The acquirer subsidiary merges into the target company.

    • C.

      The purchaser creates a merger subsidiary and the target merges into that subsidiary, with the subsidiary surviving.

    • D.

      Both companies must always obtain shareholder approval of the merger.

  13. Q 13.

    A key advantage of a reverse triangular merger over a forward triangular merger is that:

    • A.

      The acquirer subsidiary is the surviving entity.

    • B.

      The target's assets do not move, avoiding problems with non-assignment clauses.

    • C.

      Both companies' shareholders must approve the transaction.

    • D.

      The acquirer assumes all target liabilities directly and without insulation.

  14. Q 14.

    Under Delaware appraisal procedure as described in the chapter, dissenting shareholders have how long to file suit after the merger becomes effective?

    • A.

      30 days

    • B.

      60 days

    • C.

      120 days

    • D.

      180 days

  15. Q 15.

    Boone and Mulherin's research on takeover procedures in the 1990s found that, compared with privately negotiated transactions, auctions:

    • A.

      Produced substantially higher shareholder wealth for target companies.

    • B.

      Did not produce notably different shareholder wealth effects.

    • C.

      Were always less effective at soliciting competitive bids.

    • D.

      Should be mandated by regulators based on their findings.

  16. Q 16.

    Confidentiality agreements (NDAs) between potential merger partners typically include a standstill provision that:

    • A.

      Requires both parties to obtain shareholder approval before signing.

    • B.

      Limits the bidder from purchasing the target's shares above a threshold (often 5%) to avoid triggering Schedule 13D disclosure.

    • C.

      Prohibits the target from ever disclosing the existence of negotiations.

    • D.

      Requires the bidder to sell any acquired shares within one year.

  17. Q 17.

    Which of the following is a key difference between a reverse merger and a traditional IPO?

    • A.

      Reverse mergers are capital-raising events, while IPOs are not.

    • B.

      IPOs raise capital, while reverse mergers simply exchange shares and rarely raise capital.

    • C.

      Reverse mergers always require SEC registration, while IPOs do not.

    • D.

      Both are equally dependent on the state of the IPO market.

  18. Q 18.

    Under typical NYSE/NASDAQ rules for SPACs, what percentage of the funds raised in the SPAC's IPO is placed in an independently overseen trust account?

    • A.

      50%

    • B.

      75%

    • C.

      90%

    • D.

      100%

  19. Q 19.

    SPAC founders typically receive compensation in the form of:

    • A.

      A salary during the life of the SPAC.

    • B.

      Approximately 20% of the capital value of any completed acquisition.

    • C.

      Underwriting discounts on every share offered.

    • D.

      Quarterly director fees paid by the trust.

  20. Q 20.

    How many major merger waves are identified in U.S. history in Chapter 2?

    • A.

      Three

    • B.

      Four

    • C.

      Five

    • D.

      Six

  21. Q 21.

    Harford's research on 35 industry waves from 1981-2000 concluded that, in addition to economic, regulatory, and technological shocks, a key necessary condition for a wave to take hold is:

    • A.

      Industry deregulation.

    • B.

      Capital market liquidity.

    • C.

      Managerial misvaluation of equity.

    • D.

      Specific federal tax law changes.

  22. Q 22.

    A holdback provision in a merger agreement typically:

    • A.

      Sets a maximum purchase price.

    • B.

      Allows the acquirer to back out without penalty if a material adverse change occurs.

    • C.

      Withholds some of the compensation in escrow pending the absence of specified adverse events such as litigation.

    • D.

      Caps the number of shares issued by the acquirer.

  23. Q 23.

    Under Delaware corporate law, what ownership threshold enables a corporation to undertake a short-form merger without a shareholder vote?

    • A.

      51%

    • B.

      66.7%

    • C.

      80%

    • D.

      90%

  24. Q 24.

    Prior to the 2001 Siliconix decision, all freezeout bids in Delaware were governed by what standard?

    • A.

      The business judgment rule

    • B.

      The entire fairness standard

    • C.

      The reasonable investor standard

    • D.

      The arm's-length bargaining standard

  25. Q 25.

    In a stock-for-stock transaction, a floating exchange ratio means that:

    • A.

      A fixed number of acquirer shares is exchanged for each target share at announcement.

    • B.

      The acquirer offers a dollar value of its shares; the actual share count is determined by dividing that value by the acquirer's average stock price over a pricing period.

    • C.

      The exchange ratio can never be revised after announcement.

    • D.

      Shareholders always receive cash, not stock.

  26. Q 26.

    On an inflation-adjusted basis, the strongest year for U.S. M&A activity during the modern era was 2015, not 2000.

    • A.

      True

    • B.

      False

  27. Q 27.

    Vodafone's 1999 takeover of Mannesmann was an unsolicited, hostile bid, not a friendly negotiated transaction.

    • A.

      True

    • B.

      False

  28. Q 28.

    According to the Mergerstat methodology, enterprise value equals the base equity price plus the value of the target's debt and preferred stock, plus its cash on hand.

    • A.

      True

    • B.

      False

  29. Q 29.

    In a forward triangular merger, the acquirer subsidiary ceases to exist; the target is the surviving entity.

    • A.

      True

    • B.

      False

  30. Q 30.

    Reverse mergers typically take between two and three months to complete, much faster than a traditional IPO.

    • A.

      True

    • B.

      False

  31. Q 31.

    Vodafone was unsurprised when Mannesmann acquired Orange PLC, since Vodafone had expected Mannesmann to become a direct competitor in mobile telephony.

    • A.

      True

    • B.

      False

  32. Q 32.

    Leveraged buyouts were primarily a U.S. phenomenon during the 1980s before becoming international in scope.

    • A.

      True

    • B.

      False

  33. Q 33.

    One potential tax benefit of an asset deal for the buyer is the ability to obtain an asset basis step-up, increasing future depreciation deductions.

    • A.

      True

    • B.

      False

  34. Q 34.

    Risk arbitrageurs always earn a profit when they purchase target shares after a public deal announcement.

    • A.

      True

    • B.

      False

  35. Q 35.

    In 2016, 99% of Monsanto shareholders who voted approved the merger with Bayer.

    • A.

      True

    • B.

      False

  36. Q 36.

    On an inflation-adjusted basis, Europe's all-time peak in M&A activity occurred in 1999, even though the European market hit a nominal peak in 2006.

    • A.

      True

    • B.

      False

  37. Q 37.

    In SPAC structures, the typical no-vote threshold means that more than 50% of shareholders must vote against a deal for it to be blocked.

    • A.

      True

    • B.

      False

  38. Q 38.

    Europe's M&A business shrank dramatically in 2009 and 2010 due to the U.S. Great Recession and the European sovereign debt problems.

    • A.

      True

    • B.

      False

  39. Q 39.

    Most mergers and acquisitions are negotiated in a hostile, unsolicited environment.

    • A.

      True

    • B.

      False

  40. Q 40.

    Jenkinson and Sousa found that investors who approved SPAC acquisitions despite negative market signals suffered substantial negative returns in the months following the deals.

    • A.

      True

    • B.

      False

Answers and explanations are in mode.