Mergers, Acquisitions, and Corporate Restructurings - Mid-Term Exam
Exam info
- Subject
- Mergers and Acquisitions
- Exam type
- University
- Questions
- 40
- Duration
- 60 min
- Answers
- ✓ With explanations
Questions (40)
- 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
- A.
- 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.
- A.
- 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
- A.
- 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.
- A.
- 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
- A.
- 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
- A.
- 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
- A.
- 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
- A.
- 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
- A.
- 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.
- A.
- 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.
- A.
- 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.
- A.
- 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.
- A.
- 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
- A.
- 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.
- A.
- 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.
- A.
- 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.
- A.
- 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%
- A.
- 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.
- A.
- Q 20.
How many major merger waves are identified in U.S. history in Chapter 2?
- A.
Three
- B.
Four
- C.
Five
- D.
Six
- A.
- 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.
- A.
- 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.
- A.
- 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%
- A.
- 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
- A.
- 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.
- A.
- 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
- A.
- Q 27.
Vodafone's 1999 takeover of Mannesmann was an unsolicited, hostile bid, not a friendly negotiated transaction.
- A.
True
- B.
False
- A.
- 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
- A.
- Q 29.
In a forward triangular merger, the acquirer subsidiary ceases to exist; the target is the surviving entity.
- A.
True
- B.
False
- A.
- Q 30.
Reverse mergers typically take between two and three months to complete, much faster than a traditional IPO.
- A.
True
- B.
False
- A.
- 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
- A.
- Q 32.
Leveraged buyouts were primarily a U.S. phenomenon during the 1980s before becoming international in scope.
- A.
True
- B.
False
- A.
- 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
- A.
- Q 34.
Risk arbitrageurs always earn a profit when they purchase target shares after a public deal announcement.
- A.
True
- B.
False
- A.
- Q 35.
In 2016, 99% of Monsanto shareholders who voted approved the merger with Bayer.
- A.
True
- B.
False
- A.
- 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
- A.
- 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
- A.
- 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
- A.
- Q 39.
Most mergers and acquisitions are negotiated in a hostile, unsolicited environment.
- A.
True
- B.
False
- A.
- 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
- A.
Answers and explanations are in mode.