[公告] 國金投CASE的題目

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Structuring Repsol’s Acquisition of YPF (A)

Synopsis
In 1999, Repsol S.A., the leading Spanish oil company, commenced an unsolicited
tender offer for the shares of YPF S.A., the leading Argentine oil company.
Unsolicited tender offers were extremely rare events in crossborder M&A in
general, and especially between developed and developing economies.
The aggressive entry by Spanish buyers into Latin America heralded what some
called “conquistador capitalism” and “la reconquista” (the reconquest).
The case recounts the circumstances by which Repsol acquired a “toehold”
stake in YPF in a privatization sale from the Argentine government, and the
strategic need for Repsol to acquire oil reserves. Set just before Repsol was
to announce its tender offer, the case takes the view of Repsol’s senior
management as it seeks to structure the terms of the tender offer. The price
is given in the case, but the task for 國際金融投資 student is to
(1) assess the proposed price and
(2) choose forms of payment and financing for the offer.

請各組回答以下問題:

1.What do Exhibits 1-4 tell us?

2.How significant are the expected synergies and restructuring effects?
  Please prepare an estimate of the value of these.

3.Please assess the price that Cortina proposes to offer to YPF shareholders.
  At $44.78 per share, would Repsol underpay, overpay, or just offer a fair
  price?

4.What do Exhibits 5-8 tell us?

5.Please assess the current pricing of Repsol shares in the market.
  Is Repsol undervalued, overvalued, or just fairly valued in the global equity
  markets at this time? Is now a good time to issue Repsol shares?

6.Compare the relative advantages and disadvantages of offering to the
  shareholders of YPF either (a) cash or (b) shares of Repsol.
  If you were a shareholder in YPF, which form of consideration would be more
  attractive (assuming that the amount of consideration would be constant at
  $44.78 per share)?

7.What do Exhibits 9-12 tell us?

8.Whether or not you favor a cash-based offer for YPF, please compare the
   relative advantages and disadvantages of the
   (a) all-debt-financed cash offer,
   (b) all-equity financed cash offer, and
   (c) blended financing of debt, preferred stock, and equity.

9. How significant are variations in default risk in the assessment of the
   financing alternatives (see case Exhibit 10)?

10.What course of action would you recommend that Alfonso Cortina adopt
   regarding form of payment and financing for the tender offer for YPF?
   On what “key bets” does your recommendation depend?

11.In general, what is the influence of deal financing on other aspects of M&A
   deal design?

12.What do Exhibits 13-15 tell us?



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