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§ 3.1. Features of approaches of an estimation of business at realisation of methods of merges/absorption and methodical recommendations about their perfection

Merges and absorption — one of strategy of integration of the companies. Importance of this strategy of the companies consists that it leads to significant changes in all aspects of activity of the companies: beginning from change of organizational structure and finishing investment strategy.

Merges and absorption play the important role and for economy of all country as it is frequent to such strategy the large companies which activity is critical for the state as a whole resort. Therefore a prominent aspect of merges and absorption definition of efficiency of such bargains, both for shareholders, and for all stejkholderov is represented to the author. And the efficiency estimation in this case is defined by ability to identify key aspects of cost of the companies, both absorbed, and absorbing.

Petti V, Smith A, Rikkardo D, Keynes Dzh., Fridmen M.Klassika of economic thought: Compositions. — M: Publishing house the EKSMO-PRESS, 2000. - 896 with. (A Series «the thought Anthology»), with. 407.

98 TSit on: JAdgarov J.S.Istorija of economic doctrines: the Textbook for high schools. 3 izd. M: INFRA TH, 1999. — 320 with, с.93.

Cost - one of the economic theory and practice categories, causing ambiguous reaction. Not considering in detail evolutions of scientific submissions about cost, we will result some significant statements about degree of knowledge of this category. So, D.Rikkardo wrote: «nothing generated so many errors and different interpretations... How uncertainty of concepts which communicated with a word"cost"97, and J. S.Mill, on the contrary, confirmed:« fortunately, in laws of cost there is nothing, that it would be necessary to find out modern (1848) or to any future author; the theory of this subject is made »98.

Modern researchers of cost of the companies F.Evans and D.Bishop argue on the secret surrounding cost of the company ", and A.Damodaran - about philosophical substantiations оценки.100 For the present research important is represented not so much analysis of theories of cost, how many the analysis of the factors forming cost of the companies, and in quite certain situation: at the integration of the companies which is passing in the form of merges and absorption. The author considers cost from the point of view of estimation standards:« Cost is the economic concept, concerning the prices concerning which sellers and buyers accessible to acquisition of goods or services will most possibly agree. Cost is not the fact, and settlement size of the price of the concrete goods and services during the concrete moment of time according to the chosen interpretation of cost ».101 it is necessary to underline the basic moments which are necessary for considering by consideration of the analysis of cost in the given definition: cost — the settlement size, the analysis includes the account of the factor of time, plurality of kinds of cost.

Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk CH, Bishop David M; Per with English - 2 izd. — M.: Alpina Business of Axle boxes, 2007. — 332с, с.13.

100 Damodaran A.Investitsionnaja an estimation. Tools and engineering of an estimation of any assets / Damodaran Asvat; Per with English - 2 izd. — M: Alpina Business of Axle boxes, 2007.

- 1342с, with. 1.

101 Project 1. The federal standard «the General concepts and estimation principles».//the Russian appraiser. - 2006. - №1 (86), с.5.

Process of integration of the companies by fulfilment of bargains М&А differs complexity, duration, high degree of uncertainty at forecasting of results of the bargain on which the further development of the companies depends, it infringes on long-term interests of all subjects interested in activity of the enterprise. It is possible to allocate following stages of process of bargains М&А:

Formirov the Choice and Estimation Strukturi anie an estimation of benefits and rovanie and motive—> target—> costs payment of the bargain of the company of the bargain of the bargain

Fig. 3.1. Stages of process of bargains М&А. A source: It is made by the author on a basis: Damodaran A.Investitsionnaja an estimation. Tools and engineering of an estimation of any assets / Damodaran Asvat; Per with English - 2 izd. — M: Alpina Business of Axle boxes, 2007. — 1342с, с.923.

Bargains on merges and absorption make the big impact on a national economy, especially if the large companies are involved in them, but set of bargains on merges and absorption are made by the average and small enterprises for which process of creation of cost and management of it becomes basic. For such companies the price of shares is not public, but for bargains of merges-absorption «the cost created by business for existing holders, is everything, that really is for sale».102 to Define business cost important both for the seller, and for the buyer. - for the answer a question, whether it is necessary to sell the first in general the company, what potential buyers more than others are interested in the given business that it is possible to make for addition of value before sale. To the buyer - for decision-making on the maximum sum which he is ready to pay for the company, proceeding from a parity between market and investment costs of the company as the seller should not pay to the seller that cost which will create.

102 Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. - M: Alpina Business of Axle boxes, 2007. — 332с, с.19.

For decision-making on merge-absorption bargains it is necessary to define not one kind of cost, and a little. According to the Russian federal standards of an estimation, now at realisation of estimated activity following kinds of a project cost of an estimation are used: a market value; investment cost; liquidating cost; cadastral cost.

At definition of a market value of object of an estimation the most probable price on which the object of an estimation can be aloof for estimation date in the open market in competitive environments when the bargain parties act reasonably is defined, having of the necessary information, and on size of a price of transaction any force majeure are not reflected.

At definition of an investment project cost of an estimation cost for the concrete person or a group of persons is defined at the investment purposes of use of object of an estimation established by the given person (persons). At definition of investment cost, unlike market value definition, the account of possibility of alienation at investment cost in the open market is not obligatory.

At definition of a liquidating project cost of an estimation the settlement size reflecting the most probable price on which the given object of an estimation can be aloof for term of an exposition of object of an estimation, smaller typical term of an exposition for market conditions, in conditions when the seller is compelled to make the bargain on property alienation is defined. At definition of liquidating cost, unlike market value definition, influence of the force majeure compelling the seller to sell object of an estimation on conditions, mismatching the market is considered.

At definition of a cadastral project cost of an estimation the market value established and confirmed according to the legislation, regulating is defined by methods of a mass estimation

The federal standard of an estimation «the Purpose of an estimation and cost kinds (FSO № 2)». It is confirmed by order Minekonomrazvitija from 20.07.07. № 255.

Realisation of a cadastral estimation. Cadastral cost is defined by the appraiser, in particular, for the taxation.

From the given kinds of cost for bargains of merges-absorption it is necessary to use three kinds: market, investment and liquidating. Comparison of these kinds of costs will allow both to the buyer, and the seller to make the correct decision on efficiency of the bargain.

So the market value represents minimum size for which the rational buyer is ready to sell business. But motives of the seller can have and not financial (irrational) component, for example, care from business, transfer of business to successors etc. account of liquidating cost of business as costs in the conditions of smaller term of an exposition In this case is possible. And already liquidating cost will be a floor price of sale for the seller.

Investment cost is cost for the strategic buyer, capable to raise a market value of the company at the expense of introduction of a various kind of a synergy. The difference between investment and a company market value is called as the award of absorption and defines the maximum rate of option which the buyer for the acquired company is ready to pay. The given kind of cost is important and for the seller as the knowledge of investment cost allows it to carry on negotiations on the bargain in the image favourable to.

Considering questions of creation and definition of cost of the enterprise, often it is not called in question, that it is a question of cost of an ownership capital of the company. But, if it is a question of business purchase it is necessary to know vested capital cost, i.e. both own, and extra. The given point of view allows to apply to an estimation of the company for the purpose of merge methods of definition of a vested capital.

One more prominent aspect at an estimation of not public companies for the purpose of merge/absorption: the account of factors of competitiveness of the company. To basic such factors carry следующие:104

Absence of access to the capital;

Restrictions of structure of the property and transfer of stock;

Share of the market of the company and market structure of branch;

Degree of penetration and extensiveness of coverage of management;

Strong dependence on people with key knowledge, skills or contacts;

Marketing or advertising capacities;

Width of products or services;

Consumer ability and the connected economy from a scale effect;

Concentration of clients;

Relations and dependence on sellers and suppliers;

Distribution possibility;

- Depth, accuracy and timeliness of the accounting information and the internal control.

Complexity of the account of the given factors consists that they trudnokvantifitsiruemy, i.e. them is difficult to present all in a quantitative kind and to consider influence on risk of the company. Nevertheless, such quantitative estimation is necessary.

Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. - M: Llpina Business of Axle boxes, 2007. - 332с., с.62. 105 Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. — M: Alpina Business of Axle boxes, 2007. - 332с, с.66.

Analyzing data on the markets of merges/absorption in the USA, experts do a conclusion about all the increasing importance of bargains with the private (not public) companies: according to company Mergerstat105 the share of bargains with the private companies has increased from 1990 till 1999 from 40 % to 57 %, thus more than 2/3 bargains had a bid price less than 100 mln. dollars, but the average price of one bargain made 421 mln. dollars in 1999

In the Russian market of the bargain of merges/absorption increase year from a year: with 180 in 2003 to 344 in 2006, thus, growth has made 1, 24 times a year. The sum of bargains also increases: about 107,5 mln. dollars on the average for one bargain, to 122,9 mln. dollars that is significant below the price according to the American market and testifies to a more potential of growth of the Russian market.

The analysis of efficiency of bargains of merges/absorption is important for an estimation of the given strategy: whether the given strategy creates value for company? Complexity of an estimation of efficiency consists that data under bargains are quite often limited by the public companies, the analysis of private enterprises is hindered. The most widespread conclusion which is done by researchers: bargains often bring destruction of cost to buyers and appear favourable to sellers. So, according to M.L.Sirouera to such results result more than half of absorption public компаний.106 the Reasons of failures of bargains are caused both objective, and the subjective reasons. The following can be carried to the basic objective reasons:

- Complexity of the analysis of risks;

- Complexity of the account sinergeticheskih effects, as positive, so negative;

- Complexity of the account of reaction of clients, competitors, staff of the absorbed company on the bargain.

The subjective reasons are caused by incompetence and-or neumeneniem managers to defend own item, for example:

Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk CH, Bishoi David M; Per with English - 2 izd. - M.: Alpina Business of Axle boxes, 2007. - 332с, с.71.

- Inability to distinguish investment cost from the market: so the best company can have for the concrete buyer small value in view of incompatibility of corporate cultures, negative reaction stejkholderov, absence sinergeticheskih effects in the bargain, other;

- Pressure of the persons interested in the bargain;

- The nonprofessionalism of managers leading to wrong estimations sinegreticheskih of effects, to the wrong moment of time of the bargain, etc.;

- Inconsistency of decisions.

The given aspects have found the reflexion in theory arrogance of managers (the Beater hypothesis.)

Bargains of merges/absorption differ significant complexity, therefore experts advise to evaluate the following potential missed possibilities which can lead неудаче:107

Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. — M: Alpina Business of Axle boxes, 2007. - 332с, с.73.

Inability to solve key not financial problems. The given problems are caused by mutual relations between holders of business, staff, clients. Change of the proprietor influences change of the professional status and a financial position of many workers, on mutual relations with business partners. Decisions in the given area often have personal character, they are difficult for predicting and considering formal methods. Cession of rights at company sale occurs in the developed countries standard methods (stock trading), but a management subrogation - much more difficult process which is necessary for planning in advance.

Inability to identify, that moves in cost. In this case it is a question of revealing of factors of competitiveness of the company, its strong and weaknesses, threats and possibilities and the account of these factors at an estimation of the company and definition investment and market costs. At business sale the significant attention should be given the non-material aspects of business creating cost of the company.

Inability to understand importance of a choice of time. The conjuncture of the markets, a political situation, legislative restrictions, reaction of competitors, technological changes — these factors can create unique possibilities for sinergeticheskih effects. But change of factors with the course of time, can result and to negative sinergeticheskim to effects. 4. Inability to prepare the company to sale. Ability to identify competitiveness factors to operate them time significant amount, at all one year requires. The inattention to merge/absorption strategy leads to loss of favorable possibilities and a low price of sale of business.

At business sale it is important to consider alternative strategy of transfer of the property:

Sale insajderam;

Sale to outsiders;

Conveyance of property through donation;

Transfer through the property management plan.

Main purpose of bargains of merges/absorption: creation of strategic advantage with costs smaller, than at creation of the given strategic advantage on the basis of internal growth of the company.

Importance of bargains of merges/absorption consists that such decision makes on company cost much bigger impact, than any other. Such bargains adhere the company to certain strategy, to change which very difficult and zatratno. It is possible to tell, that decision-making on the merge/absorption bargain is a point bifurkatsii the companies after which to transform a company strategy (a development trajectory) often economically нецелесообразно.108

Is available in view of in the nearest prognoznom the period (4-5 years).

Account of cost of the company-purpose with the purposes of merges/absorption differs from other bargains on business purchase/sale by following features: 1. The account of awards for the control over the company without dependence from the purchased block of shares.

Necessity of account sinergeticheskogo effect, and also expenses for re-structuring at merges/absorption.

The account of reaction external (competitors, the state bodies, business partners) and internal (workers of the company) stejkholderov on the bargain.

Necessity of the account of outer effects of the bargain: social consequences of the bargain (increase or reduction of jobs), environment change (for example, building of roads, ecology improvement/deterioration, change of the habitual status of a city etc.) which, in turn influence risk of the company and lead to changes of its cost.

Extreme importance of the account of non-material factors of competitiveness of the purchased company (a company mental potential, its organizational culture, readiness for merge/absorption).

At other bargains the given factors also take place to some extent, but for bargains of merges/absorption they acquire critical significance in view of complexity, zatratnosti, to speed and complex effect of changes.

Economic feasibility of realisation of bargains of merges/absorption arises when between cost with which the company has now (present value), and in potential cost which is achievable at change of some circumstances, there is cost a rupture or sinergetichesky effect. The term "cost rupture" is the Russian term. In world practice it is accepted to define cost rupture, as the minimum rate of option necessary for realisation of merge. But, according to the author, the synergy defines the maximum rate of option at merges/absorption. It follows from essence of concept of a synergy.

Often sinergetichesky effect define as follows: «the combination biznesov which does two plus two equal five"or"integration of benefits from association of strategy and economy on scale» M.L.Sirouera's.109 Definition sounds as follows: « The synergy represents increase in efficiency of activity of an aggregated firm besides the fact that two firms already can or should execute as independent.... In administrative language the synergy means: to compete better, than someone ever could expect. It means increase in competitive advantage moreover, which is necessary for firms to survive in the competitive markets ».110 Agreeing with the given definition, the author would like to notice, that, in its opinion, a synergy — the increase in competitive advantage to what is necessary for firm to develop in the conditions of a global competitiveness, irrespective of scales of the united companies: even the small companies are compelled to act in the modern world in the conditions of a global competitiveness.

M.L.Sirouer offers the following formula for definition of efficiency of strategy of merge/pogloshchenija:111

NPV = a synergy - the award (3.1)

And already from the given formula it is visible, that a synergy — potentially maximum award at bargains of merges/absorption: if the buyer pays to the seller all synergy in the form of the award such strategy will not bring to it additional increase in well-being.

Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. — M: Alpina Business of Axle boxes, 2007. — 332с, with. 101. 1,0 Mark L. Sirower. TSit. On Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. - M: Alpina Business of Axle boxes, 2007, с.101. 111 In the same place.

It is necessary to notice, that sinergetichesky the effect in the formula at first settles up as expected which will always differ from really reached. Therefore, than the rate of option, paid to the seller there is more

(Really paid, unlike potentially achievable synergy), the potential of growth of cost of the united companies there is less.

Evans and Bishop do very important remark: as a rule, sinergeticheskaja cost forms by the buyer who conducts transformations to the companies (there are also exceptions when the seller possesses technologies or the processes, allowing to improve efficiency of business of the buyer), therefore the buyer should not pay more market value of the acquired company.

The synergy can be reached owing to economy on production scale (reduction of constant costs), increases in the animator the price/profit, more a low price of service of a debt, expansion of possibilities of extra financing, improvement of quality of management, improvement of competitive items, etc.

The basic sources of formation of an added value are so-called operational, administrative and financial синергии112.

The availability of a financial synergy leads to occurrence of indirect benefit of re-structuring which consists in stable growth of a market value of shares or in increase in animator R/E (a parity between the price and profit for the share), that, in turn, is a main purpose of a finance administration joint-stock company in all civilised society. Considering the financial

112 Sm.:Рудык N.B., Semenkova E.V.market of the corporate control: merges, rigid absorption and repayments debt financing. - M.: the finance and statistics, 2000. - S.44-50.

Company synergy, it is necessary to note: it cannot be the unique reason of merges as does not create competitive advantages of the company. The availability of a financial synergy only gives additional appeal to the company-applicant on absorption.

That is, the availability of an operational synergy is a necessary condition of efficiency of merges. Thus, according to the author, not only availability sinergeticheskih effects, but also their structure influence decision-making on a company amalgamation. For example, the company at which operational sinergeticheskie effects have bolshy specific weight, than administrative and financial have the big investment appeal to investors.

One of critical factors in an estimation sinergeticheskih effects is time of reception of these effects: the further they have time of reception of additional cash flows, the smaller cost today.

At an estimation sinergeticheskih effects it is important to consider «synergy corner stones», 113 to which carry:

- Strategic vision - the purpose of association of the companies,

Operational strategy - the concrete actions necessary for achievement of strategic advantages,

Integration of systems - assumes the account of the purposes of the companies planned earlier and their achievement at transformation of the companies,

The power and culture — the account of compatibility of various cultures of the organisations and creation of procedures of the resolution of conflicts.

M.Sirouer considers, what even absence at least one component «dooms the project to  destruction».114

113 Mark L. Sirower. TSit. On Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. — M: Alpina Business of Axle boxes, 2007., with. 106-107.

114 Evans F.Otsenka of the companies at merges and absorption: cost Creation in the private companies / Evans Frenk 4., Bishop David M; Per with English - 2 izd. — M: Alpina Business of Axle boxes, 2007. - 332с, with 106.

At bargains of merges/absorption the investor acquires the business, which cost to it it is necessary to know. Therefore the vested capital model will be one of applied models, that is advantage of purchase of business, and already then - influence of a financial structure of the capital on company cost at first settles up.

The vested capital represents the sum of own and extra (debt) capital enclosed in business of the company, and the cash flow will be calculated on bezdolgovoj to a basis.

At an estimation of bargains of merges/absorption it is necessary to take into consideration investment aspect: the bargain is an investment decision, therefore it is important to consider investment risks under the given decision.

One of the important methods of measurement of risks in modern economy - the analysis of real options, which allows to consider change of initial conditions (additional information reception, an estimation of probability of the new information) and possibility to make administrative decisions depending on change of conditions. The given method allows to make of the decision, being based on knowledge of investment cost in process of its change with the course of time, and overcomes restrictions of the profitable approach which is traditionally applied in case business generates positive cash flows. If cash flows are negative, decision-making on a direction of investments into such business will be negative. But, at probability existence (let insignificant) generating of positive cash flows (at market condition change), business will have the cost which adequate estimation can be received by application of the analysis of real options. The analysis of real options cannot be universal and can is adequate be applied under certain conditions and restrictions:

- Availability of essential uncertainty;

- Significant required volume of investments into the business, which change of directions further slozhnoosushchestvimo (nelikvidnost assets);

Economic benefit of investment investments is supplied not flowing, and the future receipts;

Business is high-sensitivity to the new information, speed of its change thanks to what it is possible to increase company cost is high, having changed its strategy.

To business kinds to which probably to apply the analysis of real options carry the following:

Geological prospecting,

The mining industry,

The beginning companies,

Research and development in various areas (for example, pharmaceutical), other

As mark F.Evans and D.Bishop as conditions of analysis ROA «are present at many if not in the majority of investments М&А, ROA it is applied to an estimation of the beginning companies or the absorption more often, capable it is essential to change business management by the buyer or the company-purpose».

The availability of real options gives the chance to management to react to change of a situation by acceptance of such decisions as: to carry out the further investment; to expand market deals; to increase uncertainty, investing on the new market; to change profit to a vested capital, changing incomes and costs; to increase term of a life of an option; to sell the investment project, leaving from it; not to undertake any actions. The raised uncertainty of the investments evaluated by means of method ROA, increases option cost. Actually, cost of real options is cost of the new information necessary for acceptance of decisions in the future.

Use of the profitable approach is one of the investment decisions most theoretically reasonable at acceptance: the investment costs so much, how many the future discounted incomes expect the investor from investments in the given investment with allowance for a risk factor. But at the decision of real problems adequate use of the profitable approach is a challenge: it is required to evaluate all variables entering into account of cash flows and a rate of return on the investment.

Application of the profitable approach at bargains of merges/absorption is caused by that the given investments are a part of the general strategic plan of the company co-ordinated with the budget and target financial indexations of the company. Creation of cost of the enterprise means, that market capitalisation exceeds a balance estimation of the enterprise. Joint-stock cost is criterion of a choice of a company strategy, and management in cost means working out strategic and the operating plans directed on addition of value of the company.

But the factors defining growth, yield, requirement for investments are behind frameworks of financial model. The analysis of creation of cost is not capable to "prompt" to managers, the strategy directed on addition of value of the company how should be developed. It is necessary to notice, that the criterion of appreciation of the company as the purpose of strategy of the enterprise considers both financial and strategic targets. There are two types of the purposes: financial and strategic. Strategic targets are concentrated on strengthening of competitive items of the company, they concern competitiveness of the enterprise and competitors in the market, on improvement of quality of production, on a cost-saving, on improvement of reputation of the company in the market are directed on achievement of higher growth rates by it, than. The financial purposes are focused on increase in such indicators, as profit volume, volume of cash flows, an accounting rate of return, the sizes own and a loan capital and its price. The strategic and financial purposes are interdependent and interconnected with one another as it is impossible to reach strategic targets without sufficient resources for enterprise development, but also achievement of good financial indexations in long-term prospect is impossible without adequate statement of strategic targets.

The criterion of addition of value of the enterprise assumes the account not only good financial indexations, but also long-term prospects of development of business and increase of competitiveness of the enterprise. Cost creation, hence, is in many respects connected with development of stable competitive advantages - the factor, being guided on which investors will consistently prefer the concrete company. Thus, correct strategy of the enterprise conducts to growth of cost of the enterprise.

Enterprise appreciation is a consequence of working out of strategy and tactics, management of the finance, embodiments of plans in a reality at the enterprise. Therefore company cost cannot be current criterion of an estimation of activity of managers. As criteria the factors influencing cost of the company and increasing it act. The list of cost factors is opened, therefore it is important to allocate what are now key for the analyzed enterprises. By estimations of Russian top-managers, the key purposes at the given stage is the following (by results of interrogation of Association of managers of Russia and the company «Ernst and Young»: 1) increase in a share of the company in the market; 2) attraction and deduction of the qualified experts; 3) the control over costs and reduction of expenses. These priorities are caused by current market condition, a condition of a national economy and the enterprises. So, five years ago, by results of similar interrogation, the main tasks of managers were others: business preservation that has defined a circle of the problems facing to the companies — creation of the rallied command of professionals, the control over expenses and reduction of costs, attraction and deduction of the qualified experts was the main task. Problems of introduction of the information

Dynin A, Katsman 10. Priorities of top-managers.//Money. - 2002. - № 7. - with. 14-17, with. 14.

Technologies, developments of corporate culture, social problems did not stand till now in the list of priorities at the Russian chiefs that differs from modern lines of world business. In the conditions of working out of global strategy by the international companies the information, management of non-material assets and the human capital become primary factors of appreciation of the company.

Priorities in a choice of key cost factors of the company depend also on branch specificity. So, for building branch, electric power industry the main task is attraction of long-term strategic investors that is connected both in high degree of a deterioration of a fixed capital, and with the significant expenses necessary for their updating and a long reinvestment cycle. At the enterprises of a fuel complex, ferrous metallurgy, the chemical industry of one of the primary goals till now there is a control over costs that is caused by a rise in prices for production of the natural monopolies which share is great in the cost price and complexity in the same degree to increase the prices for end production that is caused by limitation of seller's markets and a high competitiveness in the world markets. The enterprises of service, trade, transport, nonferrous machine industry among priority problems name increase of corporate culture, systems of information interchange and information technologies in management, creation of the rallied command. According to the author, it testifies that in process of crisis overcoming, the Russian enterprises will join universal tendencies.

The great value at a choice of key factors of appreciation of the company, has also the size of the enterprise. The Russian corporate giants, being integrated into world economic space, are guided by the international norms of business dealing, therefore factors of appreciation for them will come nearer to universal tendencies. For example, company "Vimm-BILL-dann" successfully razmestilana Nyo-Jorksoj to stock exchange the blocking block of shares to that promoted, according to company management much, a transparency of the information on business and its real holders.

Thus, the choice of priority factors of appreciation of the companies and working out on this basis of strategy of merges/absorption, depends from:

Branches to which the enterprise belongs;

The size of the enterprise;

Stages of life cycle of branch and the enterprise;

Stages of development of a national economy;

Conjuncture of the markets.

The profitable approach will allow to evaluate incomes and costs on each of kinds arising sinergeticheskih effects, and also time of their approach. It connects decision-making with an estimation of risks and shows, how cost of the decision depending on change of risk and time of reception of incomes and costs is changed. The given approach allows to define both market, and investment costs of the company and to make the reasonable decisions on the basis of their comparison.

The basic difficulty at application of the profitable approach — a substantiation of rates of discounting for own and a loan capital, i.e. the analysis of risk of the company.

Features of use of the comparative approach in the market of merges/absorption is the following:

- The method of bargains that speaks feature of carried out investments is applied: the rights to the control are acquired, bargains often have strategic character then «the paid price reflects investment cost for the concrete buyer more often, instead of a fair market value from the point of view of the financial buyer». That is the price reflects: the award for the control and sinergeticheskie effects of the buyer. Thus, at use of these data the buyer should compare the nature sinergeticheskih effects of the bargain-analogue and own bargain, the got driver's licence of the control, the branch factors reflecting the relation to the bargain. Then, for definition of a market value of the company-purpose under own bargain it is necessary for it to evaluate not only own sinergeticheskie effects and the control rights, but also sinergeticheskie effects and the control rights under the similar bargain that does application of a method of bargains for acceptance of investment decisions by the difficult. But, the given method is a source of reception of the information on critical factors which are necessary for considering at acceptance of investment decisions as in data on the open companies data about conditions and character the bargain, the prices, financing sources reveal.

- Open data under bargains of merges/absorption are available on the large companies in this connection there is a question on adequacy of their application at an estimation of merges/absorption for the small companies more often.

- The method of the companies-analogues allows to reveal a market value minoritarnogo an ownership capital of the similar companies but as already it was marked above, for decision-making on bargains of merges/absorption it is necessary to define a market value of a vested capital of the company for what it is necessary to calculate the amendment for a financial risk of the companies and capital structure. It is necessary to apply to definition of a market value of a vested capital corresponding price animators, for example: a market value of the invested capital/profit to the interest payment and taxes (MVIC/EBIT) or a market value of the invested capital/profit to the interest payment, taxes and amortisation (MVIC/EBITDA). For the Russian market application of the given method can cause difficulties in view of complexity of search of the analogue which shares are liquid enough. Besides, the given approach does not allow to identify factors of creation of cost of the company at once.

The wasteful approach by consideration of efficiency of bargains of merges/absorption also finds the application. It can be defining if as motive of the bargain purchase of available company assets disregarding gudvilla serves, that can take place in following cases:

The company-purpose not in a condition to carry out efficient control the company, and the company-buyer has key factors of creation of cost in the given business (for example, technologies of management, loyal buyers, other);

gudvill the companies in bolshej degrees forms personal gudvillom, that is business depends on one key figure in company management, that often takes place at purchase/sale of the small and average companies. In this case gudvill the companies at sale the buyer depreciates also acquires only material company assets;

Market condition change has depreciated available gudvill the companies (for example, available surplus of capacities in branch; the case when the company has value, only at its inclusion in the chain of value created by many independent companies then gudvill is cost of this chain of value, that is cost of economic, business, formal and informal communications of the company and its management) can be other variant.

But the wasteful approach can be useful and at an estimation of the company having gudvill as allows to evaluate at once control character of acquired assets, and, secondly, to evaluate a parity between acquired material and non-material assets, and on the basis of it to make the decision on expediency of purchase of the company.

Awards and discounts in bargains of merges/absorption

Applying various estimated approaches, the researcher receives cost, as at working control level, and not control, depending on specificity of approaches and methods. Bargains of merges/absorption assume control reception over the company, irrespective of the quantitative size of shares of the acquired company. More often at definition of necessity of use of discounts and awards for control degree over the company the following algorithm is used:

If the method of bargains the received cost assumes availability of the control is applied. In this case additional updatings on the control it is not provided.

At application of a method of the companies-analogues the calculated significance of cost is cost liquid minoritarnogo the block of shares. Hence, it is necessary to apply the award for the control.

The method of the discounted cash flows and capitalisation method define cost under condition of 100 % of the control over the company. But, applying methods of the profitable approach, it is necessary to consider, that account of rates of discounting and capitalisation is conducted on the basis of the information received from equity market, that is the market on which prodajutsja/are bought minoritarnye the blocks of shares which holders are the passive investors who are not accepting sharing in management by the company.

Evans Frenk CH and Bishop David M also consider, that «as a rule, it is incorrect to reflect updatings of supervising or not supervising character to cost through application of awards and discounts». They suggest to consider distinctions in the control at forecasting of a cash flow by application normalizatsionnyh the updatings considering overwork indemnifications to shareholders and managing directors. Traditionally, priprognozirovanii cash flows overwork compensations correct, increasing a free cash flow. It is necessary to mean, that such situation is possible only at controlling interest account, if the block of shares which is not granting the rights of the control is evaluated to conduct such updatings does not follow.

So, if predicted cash flows reflect results which expects to reach the investor having the rights of the control over the company, to conduct additional awards unreasonably. If lee cash flows do not reflect expectations of the majority investor realisation of awards for the control is possible.

S.Pratt indicates, that in bargains of merges/absorption it is necessary to consider the award reflecting sinergeticheskie effects of the buyer, namely: an additional value which will be received by its own company in case of realisation of the bargain of merge/absorption. For example, the increase in the prices at production made by its company, increase in a gain at the expense of growth of a share of the market etc. Thus, awards for the control and sinergeticheskie effects, in its opinion, are evaluated separately.

125

125 Pratt S.Stoimost of the capital See. Account and application / SHennon P.Pratt; the Lane about English Office of transfers Ройд.2-е izd. TH.: ID "KVINTO-CONSULTING", 2006 with, с.247.

Awards for the control, Mark Li considers can be and negative significances. For example, in developing branches, «cost of ordinary shares of corporations as a whole it is quite often significant less than a cumulative market value of the ordinary shares traded as minoritarnye of a share of the property. Though again arising branch also is considered as very attractive to the investments, separate corporations in its frameworks are perceived as too risky. As a result private individual investors pay more for minoritarnye property shares as a part diversifitsirovannogo a portfolio, than separate buyers should pay for all company as a whole».

At the heart of methods of the wasteful approach possibility of assets management of the company that assumes 100 % the control over them lays, therefore updatings on control degree it is not required.

Applying the award for the control, the analyst increases company cost on purpose to reflect benefits from control possibility. Classical method of account of the award for the control is research of absorption of controlling interests of incorporated companies of open type. Such researches are conducted in the USA annually, the public companies are obliged to give information about results of bargains in the Commission on securities and exchanges of the USA, therefore data are in open access. Using the obtained data for definition of size of awards, indirectly expect the discount for defect of the control. In the Russian estimated practice account of discounts and awards is conducted indirectly,

The analysis of the market of merges and absorption of the USA for 2000 shows, that «arithmetic-mean and mediannye significances of the offered awards in the form of percentage excess of an acquisition price of shares as a part of a package over market quotations for five working days, previous date of the announcement of the bargain, every year appeared within ranges from 35 to 45 % and from 27 to 35 % accordingly. The total arithmetic-mean discount for defect of the control varied from 26 to 31 %, and a median - from 21 to 26 %». Hence, previously it is possible to tell, that the rate of option for the control varies in limits from 30 to 40 %, than nekontrolnyj. The statistics of bargains of merges/absorption shows, that many absorption occur under the price below the flowing

128

The discount for defect of the control = 1 1 / (1 + the Award for the control).

128 Pratt S.Stoimost of the capital. Account and application / SHennon P.Pratt; the Lane about English Office of transfers Ройд.2-е izd. - M.: ID "KVINTO-CONSULTING", 2006. - 455 with, с.247.

Market value of shares on equity market. Therefore to apply at an estimation average awards it is not always correct, it is necessary to carry out the analysis of possibility of application of statistical data for each concrete case.

It is necessary to note the following: the prices of bargains of merges/absorption reflect a market value + a certain part sinergeticheskih effects which the buyer pays to the seller. As Evans Frenk CH and Bishop David M underline, «it is not known, whether any part of this award, and if yes, in what degree reflects benefits from the control.... Most likely, few awards if they in general are, are paid for the control....... The synergy, instead of the in itself control, determines the size awards».129 Author agree with the given point of view, and then, at application of a method of the companies-analogues it is necessary to use not the award for the control, and to add a part of the size expected sinergeticheskih effects from re-structuring of the companies (for example, proportionally investment cost of the companies). If 100 % of shares of the company are acquired not, and its certain part unlike traditional algorithm of account of cost of the block of shares, for a substantiation of bargains of merges/absorption at application of a method of the companies-analogues at first it is necessary to add to the received settlement quantity of the value of the company the reasonable part sinergeticheskih the effects, paid to the buyer and then to define cost of the acquired block of shares to proportionally received result.

Awards and discounts for level of liquidity of the company depend on control degree: if the received significance of cost contains the control over the company the discount for nelikvidnost should not be done as the investor having the control can return the investments, directly having offered the company or its assets to sale. In this case it bears expenses on an asset allocation (shares) of the company in the market, therefore instead of the discount on nelikvidnost it is necessary to give the discount for a company asset allocation in the market (if the company of the closed type, which share nerazmeshchalis in the market). In the developed markets of the discount for defect of liquidity for controlling interests are, by different estimations, in a range from 5-15 %, to 10-25 %. Costs on IPO internal and foreign markets are resulted in tab. 3.1.

Table 3.1

Comparison transaktsionnyh costs on IPO in the internal and external markets

Home market the Foreign market the Tax to issue: 0,2 % from placing, but no more 3,5 thousand dollars Legal adviser due diligence: 100150 thousand dollars Compensation FB the Moscow Interbank Stock Exchange: 5 thousand dollars Service of a depositary bank: 30-60 thousand dollars Compensation of the financial adviser and costs on obligatory disclosing of the information: 15 thousand dollars exchange Compensation: 50-100 thousand dollars

Miscellaneous costs: 60-100 thousand dollars Total, not reduced costs: 23, 5 thousand dollars Total, not reduced costs: 240-410 thousand dollars Costs on road-show and fee of investment advisers are a subject of negotiations. Depending on the emitter and placing parametres can fluctuate in limits from 2-8 % from volume IPO. Commissions to banks at placing in Russia on 0,5-2 % more low, than at placing on foreign platforms. A source: Antipin A.I.joint-stock financing of building projects / of A.I.Antipin. — the finance and the credit, 2007. - №32, with. 69-75, with. 75.

Other model of the account of discounts for defect of liquidity - their account at account of rates of discounting. As a rule, this process is rather subjective. There is a model offered by K.Merserom - general manager Mercer Capital in which he offers the list of factors which should be considered at discount definition on nelikvidnost, awards for risk are in a range of 0-4 % for each factor. In K.Merser's accounts uses from 4 to 6 factors, its cumulative amendments-from 1 to 6 %.

Generalising the analysis of estimated approaches, with reference to bargains of merges/absorption, it is possible to draw following conclusions:

At account of a market value of the company-purpose it is not necessary to consider sinergeticheskie effects.

The profitable approach is correct for using for the companies receiving significant positive cash flows from current activity. Important authentically to measure the rate of discounting and predicted cash flows. At significant probability of fluctuations of predicted incomes it is necessary to apply model of Monte-Carlo and the analysis of real options to an estimation of effect of uncertainty on company cost.

The company-purpose market value should reflect cost as individual business, unlike the investment cost considering sinergeticheskie effects, expenses for the capital for the company-buyer with allowance for the changed risk after company-purpose purchase.

For merges/absorption the vested capital model is used. The average cost of the capital applied in given model should reflect market weight own and a loan capital which probably to calculate, having applied a method of plural iterations or model of capitalisation for an ownership capital.

In potential of a favorable exit from the investment; the general unattractiveness of the investment; absence of asset diversification; an unattractive combination of assets; the improbable candidate on merge/sale/absorption a public offering; the uncertainty, connected with the purchase/sale agreement; small base of shareholders; the amendment for the big size of an ownership capital; the big size of the investment limits the market; the other. (TSit. On: Pratt S.Stoimost of the capital. Account and application / SHennon P.Pratt; the Lane about English Office of transfers Ройд.2-е izd. — M: ID "KVINTO-CONSULTING", 2006 with, с.268.)

Normalirujushchie amendments at cash flow account on overwork indemnifications to managers and shareholders should be applied only at an estimation of the block of shares having control character.

At a substantiation of the rate of discounting it is necessary to consider limitation of application of model of an estimation of capital assets at definition of cost of the closed or small company and to apply the modified models.

3. It is necessary to consider features of an estimation of the beginning companies:

- It is difficult to apply methods of the profitable approach as the profit and cash flows are insignificant and-or have negative character; one of possible decisions - application of the multistage analysis at which at the first stage negative cash flows are predicted; on the second significant growth rates, on the third-moderated are assumed;

Among animators the following is most applicable: the price/gain;

The wasteful approach is difficult for using, as material assets are insignificant more often, and the estimation gudvilla a method of redundant profits also is inapplicable;

The most adequate method will be the method of the analysis of real options;

It is necessary to apply the analysis of sensitivity to revealing of the most critical risk factors.

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A source: Vishenin Daniel Alekseevich. RE-STRUCTURING of the COMPANY by METHODS of INTEGRATION of the CAPITAL 08.00.10 - the Finance, monetary circulation and the credit. The dissertation on competition of a scientific degree of a Cand.Econ.Sci. Volgograd -. 2008

More on topic § 3.1. Features of approaches of an estimation of business at realisation of methods of merges/absorption and methodical recommendations about their perfection:

  1. so, research of estimated approaches from the point of view of revealing of their features for definition of cost of the companies at realisation of bargains of merges/absorption has allowed the author to come to following conclusions:
  2. § 3.2. A decision-making Estimated risk at realisation of strategy of merges/absorption
  3. Chapter 3. Methodical bases of an estimation of business at re-structuring of the companies by methods of integration of the capital
  4. § 2.2. The analysis of the factors defining activity of the market of merges/absorption in the Russian economy
  5. Methodical recommendations about working out and realisation of strategic programs of development of branch
  6. § 2.1. The analysis of market trends of merges/absorption in Russia
  7. § 1.2. Substantiations of re-structuring of the companies a method of merges/absorption
  8. §1.3. The analysis of theories of motivation of merges/absorption
  9. Development of processes of merges and absorption
  10. by results of the analysis of the Russian market of merges/absorption the author has come to following conclusions:
  11. 2.3 Development of methodical approaches to a potential estimation klasterizatsii regional agriculture
  12. Komparativnyj the analysis of methodical approaches to an estimation of design activity in region
  13. 2.2. Methodical approaches to an estimation of efficiency of investments vsotsialnuju sphere
  14. chapter 2. The analysis of conditions, factors and prospects of development of the Russian market of merges/absorption
  15. methodical approaches to an efficiency estimation «managements by results» in public management
  16. CHAPTER 2. METHODICAL APPROACHES TO THE ESTIMATION OF EFFICIENCY OF DESIGN MANAGEMENT IN REGION
  17. CHAPTER 3. RECOMMENDATIONS And OFFERS ON PERFECTION of REGULATION of PARTICIPATION of the PUBLIC In the INFLUENCE ESTIMATION ON ENVIRONMENT
  18. 2.4 Recommendations about perfection of methods of granting of games-awnings-services, operators of cellular communication in the regional market.
  19. METHODICAL APPROACHES TO THE ESTIMATION OF THE CONDITION OF REPRODUCTION OF BRANCHES (FOREIGN TRADE ACTIVITIES) OF ECONOMY OF REGION