Transcript Presentation template

건국대학교 벤쳐전문기술
전략적 제휴와 M&A 연구
Hans Kim
3 March 2007
Week 1
김한수 (Hans Kim)

현재, 투자은행 BDA 서울 대표

Deloitte, Corporate Finance

BNP Paribas, Capital Market

Bank Boston, Currency Derivatives

London Business School, MBA

성균관 대학교 영문학과, BA

Contact:

011 9997 9922

[email protected]
2
Hans Kim
강의 목표와 계획
강의 목표

Corporate Finance

Communication with Equity Investor, including overseas investor

Cross border and cultural experience in finance industry
강의 계획

주제의 제시와 토론

평점방법: 출석 40, 강의참여 20, 중간과제물 20, 기말 과제물 20

중간과제물:


투자가 자금유치를 전제로 한 사업제안서 작성
기말과제물:

중간과제물때 제안된 사업내용의 상장 및 인수합병 전략 - Valuation, 인수합병방안 및
대상회사선정, 자금조달 방안, 기관투자가를 위한 Exit 방안, 등등 포함
3
Hans Kim
주제별 강의 계획
1. 기업금융과 IR
9. M&A 1
2. 기업금융과 IR
10. M&A 2
3. 기업의 국내외 상장
11. 적대적 M&A
4. Valuation 1
12. Hedge Fund 의 한국금융기관 인수
5. Valuation 2
13. 초빙강사 3 (또는) Investor-state claim
6. 초빙강사 1: Due Diligence 실무
14. 지배구조펀드에 대한 이해
7. 초빙강사 2:엔터테인먼트시장
15. 전략적 제휴와 JV
8. 중간 시험 - 과제물 제출
16. 기말 시험 - 과제물 제출
Note: 강의 내용과 순서가 바뀔 수도 있음
4
Hans Kim
Cross Border Corporate Finance
5
Hans Kim
Introduction to BDA

We advise on cross border M&A transactions, strategic partnerships, capital raising and restructurings

BDA was established in 1996. Since then we have assisted numerous multinational corporations and
financial investors to increase strategic value by bringing to bear our knowledge and expertise on
transactions and alliances between companies in Asia and the West

BDA has teams of dedicated professionals located across Asia, the US and Europe with offices in New
York, London, Bahrain, Mumbai, Hong Kong, Shanghai, Seoul and Tokyo

We work across all industrial sectors and have strong regional experience in Asia

We advise our clients on acquisitions, divestments, JVs, capital raising and restructurings. We
provide corporate finance services in situations involving, debt advisory and business valuation. We
also undertake strategic assessment studies to help our clients understand where the best
opportunities for investment might lie
6
Hans Kim
Our partnership with Close Brothers gives us strong coverage across the US and Europe

BDA is the Asian affiliate of the
Close Brothers Network

Close Brothers is the premier
European mid-market investment
bank, publicly quoted on the
London Stock Exchange with
market cap US$2.7bn

Close Brothers offers its clients
access to local and international
relationships through its European
offices and long-standing JVs with
independent advisory firms, such
as BDA, elsewhere in the world

400 professionals across Asia,
North America and in the
European financial centres of
London, Paris, Frankfurt, Milan,
Barcelona and Madrid. This
international presence creates a
unique
global
independent
investment banking capability
www.cbcf.com
BDA and Close Brothers Network
London
Barcelona
Frankfurt
Madrid
Milan
Paris
Amsterdam
Athens
Berne
Boston
Copenhagen
Geneva
Helsinki
Hong Kong
Johannesburg
Los Angeles
Melbourne
Mumbai
7
New York
Oslo
Richmond
San Francisco
Seoul
Shanghai
Stockholm
Sydney
Tokyo
Zurich
Hans Kim
Asian coverage and global reach

We provide advice in a pan-Asian and international context, not narrowly focused on one market
New York
London
Bahrain
Shanghai
Euan Rellie
Managing
Director
Andrew Huntley
Managing
Director
Tim Holder
Director
Jeffrey Wang
Director
Seoul
Hans Kim
Director
Tokyo
Jeff Acton
Assistant Director
Charlie Maynard
Managing
Director
Noriyuki Sonoda
Executive Senior Advisor
Mumbai
Hong Kong
Rohit Singh
Director
Paul DiGiacomo
Director
8
Hans Kim
BDA has broad regional experience, and expertise in several sectors
Asian sector experience

Aluminium

Automotive

Chemicals

Coatings

Consumer Goods

Electricals

Electronics

EMS

Financial Services

Food & Beverage

Healthcare

Industrial Automation

Industrial Manufacturing

IT Services & Infrastructure

Logistics

Media

Metals

Mining

Pharmaceuticals

Plastics

Retail

Semiconductors

Software

Steel processing

Travel & Leisure
Wassall
JARDINE
PACIFIC
9
Hans Kim
Corporate Finance Service
10
Hans Kim
Assesses strategy, and identifies and executes transactions
Strategic assessment
BDA analyzes sectors and markets in Asia, mapping out the industry
landscape, considering the gaps and opportunities and identifying the likely
strategic opportunities.
Partner/target search
BDA has a successful track record of helping international corporations search
for and evaluate Asian acquisitions, divestments, JV targets and other
partners. BDA can identify and unlock the optimal transactions.
Transaction execution
BDA designs and implements transactions which satisfy our clients’
requirements and are acceptable to the counterparty. We help clients to
identify, assess and manage teams of local professionals, such as lawyers and
accountants on the ground, and assist in bringing transactions, both acquisition
and divestment, through to successful completion. We help our clients to clear
regulatory hurdles.
11
Hans Kim
Strategic assessment and partner / target search
Research process
Results
Strategic assessment
Briefing with client (1-2 days)

Detailed briefing on client’s acquisition interest and client’s views on the
market/ industry, allowing BDA to incorporate the views and knowledge of our
clients and to best represent their interests.




Desktop research (1-2 weeks)



Desktop research to build up our industry knowledge and identify a longlist of
players in the industry.
Major product categories
Raw materials supplies

Exports potentials
MNCs’ competitors’ activities and strategies

Other important information vital to entry strategy

Use all internal info resources, external databases, and other sources
Regulatory framework
Market size, growth rate and driving forces
Industry players and competitive landscape
Telephone conversations (2 weeks)

Contact with the companies on the list and as well as other relevant parties that
could provide useful information. This includes shareholders, trade bodies,
regulators, suppliers, customers and distributors.
Profile of targets / partners

Meetings and visits (1 - 2 months, partly in parallel with steps above)


Face-to-face meetings with potential JV or acquisition candidates selected from
the longlist through telephone contacts and other relevant information
providers.




We report back on any situations that require swift action.


Presentation to Client (Half day)



Detailed summary of findings delivered to clients in the US, Europe or Asia

Company overview
Shareholding
Product line and market potential
Engineering, technology quality control capability
Production facilities
Sales, OEMs relationship, and logistics
Export capabilities
Brief financials
Company development strategies
Interest to sell to or team up with an MNC
A closed-end project with clearly defined parameters and a fixed time-scale, aimed at identifying both the best
candidates and as well as the best routes for acquisition or partnership.
12
Hans Kim
Buy side - Role in execution

BDA’s key role is to act as an
extension of our Clients’
project
teams,
providing
ongoing advice, and assisting
in
pushing
forward
the
relationship and negotiations
with the target.
BDA is based on the ground in Asia with strong execution capabilities and is able to manage effectively the
day to day aspects of the execution process on behalf of our clients.

BDA is a flexible on the ground resource available to attend all meetings, on very short notice, reporting to the Client
project manager;

BDA will help brief and guide the Client through the stages of an investment in an Asian market;






BDA will work with the Client’s internal functional teams to assist in arriving at a valuation of the business to be acquired
or JV, liaising if necessary with any external professional parties, including lawyers and tax advisors;
BDA assists in any negotiations with the counter-party or its advisers; we work closely with the client giving clear and
concise updates and recommendations during the negotiations
BDA builds a strong relationship with the Target, providing “coaching” where necessary, and alerting the Client to
potential roadblocks;
BDA will assist in managing and coordinating the various parties active in any due diligence process. BDA will help
prepare the target for due diligence to ensure smooth completion of the process. BDA will assist to hire outside
professional parties, such as lawyers and accountants if required. BDA will seek answers to and clarify with the target
issues that arise in due diligence;
BDA will participate in the review and negotiation, in conjunction with the Client’s corporate counsel and its external legal
adviser, of the detailed terms of the definitive legal agreements according the local regulations, including for example
Sale & Purchase Agreement, JV Agreement, Feasibility Study Report and other necessary agreements such as
technology transfer, service, supply, non-compete, executive employment, etc.
BDA helps prepares any submissions or documents, as required in connection with the execution process, or else assists
the other professional advisers.
13
Hans Kim
Sell side execution

BDA works for its clients to
help maximize value in the sale
of a business in Asia, or in the
West, where the Asian buyers
feature as prominent potential
buyers.
Step 1
Step 2
Step 3
Step 4
•
•
•
•
•
•
Review the sector and valuation
Clarify key issues related to the business through contact with Management
Prepare Teaser
Begin to draft Information Memorandum (IM)
Prepare buyer list
Begin vendor due diligence
•
•
•
•
•
•
•
Approach potential acquirers with Teasers
Finalize IM
Sign NDAs
Deliver IMs
Receive preliminary offers
Assess the attractiveness of each offer received
Prepare data room
•
•
•
•
Advise on which bidders to be invited for negotiation / due diligence
Select priority candidates
Make data room available for buyer due diligence
Solicit firm offers
• Negotiate with preferred bidder
• Sign Sale & Purchase Agreement
• Close transaction
14
Hans Kim
BDA’s strengths

We offer a mix of services which has proved to be uniquely tailored to the needs of multinationals on cross border M&A
Team
members
present in
client home
country
On the
ground
industry/
strategy
assessment
Target/
owner
profiling
Understand
regulatory
issues
Understand
client’s
financial and
other criteria
Corporate
finance
and M&A
skills
Target
relationship
and
‘coaching’
skills
Process
continuity
Handle
small or
mid-size
transaction
BDA
Market
research firm
Countryfocused
consultancy
Investment
bank
Large
accounting
firm
15
Hans Kim
BDA’s corporate finance activities
Restructuring
Capital raising
Strategic assessment
Company advisory
Private placements
Target identification
Creditor advisory
Debt capital
Market entry strategy
Rescue financing
Public listings
Buy side advisory
Distressed and complex M&A
solutions
Project finance and offset
M&A
Sell side advisory
Commercial due diligence
Private equity support
16
Hans Kim
M&A advisory

Seamless advisory services from pre-transaction strategy to execution for corporates and financial investors
Pre-transaction work
M&A advisory
Strategic Assessment



We know that before making strategic decisions on investment and M&A,
our clients must first gain a clear understanding of the market in which
they will operate

We help clients in bringing transactions, both acquisitions and divestments,
through to successful completion

Dynamic and fast changing environments obscure traditional approaches to
valuation and complicate deal structuring

We undertake Strategic Assessment studies which map out the industry,
market, and regulatory landscape, which form the backdrop against
which investment, partnership and M&A decisions will be made

Our Strategic Assessment studies are often conducted in conjunction
with a Partner / Target search
BDA designs and implements transactions which satisfy our clients’
requirements and are acceptable to the counterparty
BDA’s professionals have developed extensive experience in handling the
unique issues that arise from cross-border, cross-cultural M&A, such as:

Cultural sensitivities to the role of M&A in strategic development

Managing an M&A process in more than one language and
across distant time zones

Divergent approaches to valuation

Managing due diligence in non-transparent environments

Educating clients entering an unfamiliar jurisdiction

“Coaching” counterparties who have limited M&A experience
Partner / Target Searches



We conduct a thorough search of the market using our clients’ criteria to
source likely candidates for acquisitions and JVs
We are not simply market researchers, and we rely not merely on
desktop research but undertake intensive, commercially sensitive
discussions with senior management and shareholders of potential
partners or targets to ascertain which opportunities are both attractive
and available

Ensuring that dedicated, senior “on the ground” resources are
available at all times to our client
BDA is transaction-oriented and delivers recommendations on the best
options, the likely parameters of a transaction and the best path forward
17
Hans Kim
Debt restructuring and Capital raising

Advice on distressed situations and corporate capital structure
Debt restructuring

We advise companies and creditor groups on cross-border corporate
restructurings involving Asia

Our work is divided between advising companies and key creditor
groups such as bondholders or bank syndicates

Our approach to advising in restructuring situations ranges from
strategic and financial reviews, to identifying restructuring options with
legal and tax advisers and providing recommendations to the board.
Fund raising

Project finance


Offset

Rescue financing


We also source new investors and / or debt providers to support
restructuring plans and map and execute negotiating strategies for
discussions with other stakeholder groups
Assisting sponsors to maximize returns and minimize risk through
project evaluation, risk assessment, optimization of financial
structures, financial and economic modeling, identifying strategic
joint venture partners, negotiating key commercial agreements and
raising equity, debt and other forms of project financing
Advising governments and corporates on the successful realization
of offset programs and underlying projects
Debt advisory

Informed, impartial advice on sources of funds

Structuring advice – based on client needs and priorities

Transaction support – managing entire process
Complex M&A


These often encompass complex cross-border situations with multiple
parties involved and BDA can draw upon the industry leading corporate
restructuring and debt advisory expertise of Close Brothers Corporate
Finance
18
Equity fund raising

We advise small and medium sized Asian corporate on sources of
pre-IPO expansion capital from financial investors

BDA works with selected underwriters/brokers covering the key
Asian, European and North American stock markets, to help
companies to identify the optimal market for a listing and to
successfully complete IPO and follow-on fund raising
Hans Kim
Past and current clients
Selected BDA clients
Company
JARDINE PACIFIC
Sector
Client revenues
Automotive
electronics
US$95bn
Chemicals
US$53bn
Private Equity
Project

Advisory in Asia


Multiple acquisition target search
Advisor on multiple acquisitions
US$52bn

Advisor on planned divestment
Pharmaceutical
US$35bn

Acquisition advisory in China
Chemicals
US$28bn

Market assessment
Acquisition target search
Automotive
US$18bn
Food
US$18bn
Automotive


Tata Auto Comp Systems - advisor on potential
acquisition in Europe


Acquisition target search
Advisor on acquisition
US$17bn

Acquisition target search
Automotive
US$17bn

Advisor on acquisition
Consumer Products
US$16bn

M&A advisor in Japan
Food
US$13bn

Advisor on acquisition
Chemicals
US$13bn

Advised on JV partnership and project bankability
study in Saudi Arabia
Chemicals
US$13bn

Southeast Asia investment review
Trading
US$12bn

Advisor on divestment
Chemicals
US$11bn

Acquisition advisor on search and assessment for
targets in China and Taiwan
Technology
US$8bn

Advisor on multiple divestments
Chemicals
US$8bn

Advisor on JV
20
Hans Kim
Selected BDA clients
Company
Sector
Client revenues
Chemicals
US$8bn
Industrial and hitech manufacturing
US$7bn
Automotive
US$6bn
Technology
Project

Acquisition target search in North Asia

Acquisition target search in North Asia
Advisor on acquisition


Advisor to the Administrators for valuation and
realisation of Federal Mogul companies in Europe and
Asia
US$6bn

Advisor on JV, and formulation of China strategy
Auto / Industrial
US$6bn

Acquisition/JV target search and advisor on acquisition
Tech/logistics
US$6bn

Market entry opportunity and competitive study
Advisor on acquisition
Automotive
US$5bn
Automotive
US$4bn
Chemicals



Acquisition target search
Advisor on acquisitions in Korea and China

Market assessment in China and rest of Asia
Acquisition advisory in China
US$4bn

Advisor in Asia
Automotive
US$4bn

Partner evaluation
Chemical
US$3bn


Multiple target searches in Asia
Acquisitions advisory in China, India and SE Asia
Plastics
US$3bn

Acquisition target search ex-Japan
Chemicals
US$3bn

Acquisition/JV target search
Advisor on acquisition
Chemicals
US$2bn
Chemicals
US$2bn
Aluminum
Technology /
Electronics
21




Acquisition target search, and advisor on acquisition
China strategy formulation

Acquisition/JV target search
Advisor on acquisition
US$1.7bn

Strategic direction and M&A in Asia and the Mid East
US$1.5bn

Global M&A advisory

Hans Kim
Selected BDA clients
Company
Wassall
HM British Government
Sector
Client revenues
Project
Chemicals
US$1.3bn

M&A advisor in Japan
Retail
US$1.3bn

Advisor on restructuring in SE Asia
Automotive
US$1.0bn

Advisor on strategic alliance in Japan
Automotive
US$1.0bn

Acquisition target search
Industrial
US$913m
Plastics / Aluminum
US$956m
Automotive / leather

Advisor on acquisitions


Acquisition/JV target search
Strategic alliance and JV in Japan
US$843m

Target search and acquisition advisory in Asia
Industrial /
Chemicals
US$580m

Asia strategy and M&A analysis
Plastics processing
US$380m

Strategic assessment and target search in China
Aluminum
US$250m

Strategic direction and M&A in Asia and the Mid East
Technology
N.A.

Acquisition/JV target search
Government /
Industrial /
Chemicals
N.A.

Advisor on M&A in Europe/ Middle East/ Japan
Private equity
N.A.
(US$6bn fund)

Investment analysis and corporate finance advisory in
Korea
Investments
management / PE
N.A.
(US$4.5bn fund)

M&A and commercial due diligence in China
Chemicals
US$59m

Advisor on proposed acquisition of a division of a UK
plastics and specialty chemical producer
Chemicals
US$52m

Advisor on China strategy and advisor on acquisition
22
Hans Kim
기업금융과 IR

Why business

Why corporate

Why public corporate

How to realize the profit from public corporate

Dividend, trading for capital gain, M&A for capital gain, etc……

Corporate Finance

영미식 자본주의 개념의 확산

외환위기 이후에 개방된 한국 자본시장

주주이익 극대화의 원칙

경영진이익 극대화 Agency Problem

IR = Investor Relations
23
Hans Kim
IR _ Key concept

IR 은 무엇인가

왜 IR 이 필요하나

영미식 자본주의 확산

주식회사제도와 주주이익의 극대화

정보공시제도

IR 담당자

IR의 대상

Presentation 기법

중기계획과 기업가치
24
Hans Kim
IR _ 과거의 IR 양식


과거의 자본시장

정부주도하의 은행중심체제  간접금융 중시 체제

투자가 보다는 주로 은행차입에 의존

투자자 관리업무의 필요성이 은행보다 상대적으로 작았음

은행의 공적 기능의 지나친 강조에 따른 리스크 관리 개념의 미비

외환위기 이전 대부분 기업들의 지나친 부채비율

은행과의 관계가 기업 금융의 결정적인 요인
전통적 IR 은 재무수치의 공시활동으로 인식

공시내용은 과거의 경영성과의 발표형식

자사 미래성장성에 대한 외면과 주주가치 중시 경영의 도외시

경영권 확보한 주주만의 이해만이 중시되는 경향 – IR 의 불 필요성
25
Hans Kim
IR _ 변화된 IR 환경


변화된 자본시장
•
단기 중기금융은 은행을 통한 차입자금조달
•
장기금융은 증권시장을 통한 증자 및 회사채 발행
•
증권시장을 통한 직접 금융 및 시장금융체제로의 전환가속화
•
개선된 재무구조의 요구
•
은행권의 강화된 심사관행
•
신용등급
변화된 자본시장의 IR이 포괄하는 개념
•
기업의 장기 비젼
•
브랜드 파워
•
지배구조의 투명성
•
시민의식의 활동의 개념
26
Hans Kim
IR _국내자본시장의 변화 추세
과거
현재
미래
정부주도하의
은행중심의
금융시스템
(관계중시)
은행-증권시장
병존의 자본시장
중심의 시스템
(신용중시)
글로벌 & 디지털
금융시스템
(지식중시)
IR 부재
IR태동 확대
글로벌 IR 성숙
27
Hans Kim
IR _ IR 의 개념

IR의 사전적 개념


자사주의 투자가치를 주주나 투자가에게 홍보하는 광고활동
투자가에게 투자의 위험을 감수할 정도로 충분히 매력적인
투자대상이 되는 이유를 납득시킬 기업정보의 체계적이고
전략적인 홍보활동
28
Hans Kim
IR _ IR 의 정의

미국의 NIRI (National Investor Relations Institute)의 정의


기업의 communication 기능과 재무적 기능을 결합하여, 현재 및 잠재적
투자가들에게, 기업의 성과와 전망에 정확한 정보를 제공하는, 전략적 마케팅
활동
IR의 3가지 측면의 정의

기능적 측면



재무적 기능 + Communication 기능
Target Audience 의 선정

1차 Audience = 현재 & 잠재 투자가

2차 Audience = Opinion leaders (Media)
정보제공

재무적 정보  성과 (과거) 와 전략 (미래)

비재무적 정보  경영진의 역량, 제품과 서비스의 질, 시장의 지위
29
Hans Kim
IR – IR 과 PR
IR
PR
Target Audience
Current & potential
Investors
Consumer & Media
Information Type
Voluntary, on time,
consistent
Strategic & limited
Information Contents
About the company
and its future
Positive information
only
Result on information
Market
Consumer
30
Hans Kim
IR – IR 의 필요성

영미식 자본주의에서 시장이
요구하는 기업경영

주주 이익 극대화

기업의 투명성과 신뢰성

자사 주식의 적정한 평가

경영권 보호

주주이익의 극대화



외환 위기 이후의 영미식 자본주의에 따른 지배구조  주주이익
극대화를 위한 경영환경으로의 급격한 변화  기업의 주인은, 주주,
종업원, 은행, 고객 가운데서 주주이다
경영진과 주주의 쌍방향 Communication  주주에 의해 임명된 경영진은
주주의 이익, 즉 주가의 적정가치 형성이 최우선의 목적이다
기업 투명성  Agency Problem의 최소화



지배구조개선  사외이사제도 도입
회계제도의 투명성 제고  기업회계기준의 국제화 (한국>미국 ?, 엔론
case)
소액주주의 권한 요건 강화 


주주대표소송권: 상법- 1%, 증거법 – 0.01% for 6 개월
소액주주회계장부열람권: 상법 -1%, 증거법 -0.1% for 6 개월
31
Hans Kim
IR – IR 의 필요성 2

영미식 자본주의에서 시장이
요구하는 기업경영

주주 이익 극대화

기업의 투명성과 신뢰성

자사 주식의 적정한 평가

경영권 보호

자사주식의 적정한 평가


주가결정요인:

과거 산업동향/수급동향

최근 기업의 내재가치  현금흐름 중시  DCF

최근 기업가치의 기준 = 주가  CEO의 경영평가기준

애널리스트의 역할증대
경영권 보호

낮은 대주주 지분율에서 우호적 주주 확보의 필요성

경영권 분쟁 및 지배구조관련 사례

KT&G 와 아이칸

SK와 소버린

삼성물산 과 Elliott & Hermes

장하성 펀드 (Lazard Asset Management)
32
Hans Kim
IR _ 지배구조펀드 IR
Corporate Governance Fund in Korea
Corporate Governance Fund – Client
• Since Asian Crisis, corporate governance issue is one of the
most important investment themes in Korea
• Following Sovereign’s success in dealing with SK Group,
Korea is being highlighted as one of the lucrative target
countries of Corporate Governance Funds
• Corporate Governance Funds are usually investing in a
company with poor governance in either friendly or hostile
way, and improve the targets’ governance function. This
activity eventually improves target’s share price and thus
make profits.
• Hermes, Sovereign, Oppenheimer and BDA’s client
• UK based private equity firm with more than 20 years
operation history
• Fund size: over $4bn (Close-end form)
• Head Office: New York, London (London takes all
international activities, Hong Kong is regional head office in
Asia)
• Investment Process: Select companies with governance
problem => take meaningful stakes (over 5%) => reform
governance structure => boost share price
• Activities in Korea: Investment in Chaebol affiliates or other
companies with poor corporate governance
Investment Case 1
Investment Case 2
• Governance Issues: Target acts as an holding company in a
Chaebol group, and holds huge valuable assets just for
controlling purpose. Accordingly, the value of investment
assets are bigger than the company’s market cap.
• Investments: Our client invested in the company (around 5%),
and is asking governance reform together with other foreign
minority stake holders
• Comments: Korean Chaebol companies has various
protection method against foreigners’ requests, but tends to
accept the reform plan partially (share price improved)
• Governance Issues: Target company has huge amount of
cash & equivalents in hand, but does not have any fixed new
business ideas. Target does not even deny cash dividend to
shareholders
• Investments: Our client invested in the company (minority
stake), and will probably ask for cash dividend
• Comments: Target’s major shareholders already takes over
35%, and affiliated persons and family members holds more
than 15%. Including treasury stock, the company has full
control of the company, but started to consider higher cash
dividends with our client request
33
Hans Kim
기업금융과 IR
End of Week 1
34
Hans Kim