Sunday, 25 May 2014

Dividend ratios



Dividend ratios
1.         Dividend per shares (DPS)     =          Earnings to ordinary shareholders
                                                                        Number of ordinary shares

            Indicate cash returns received for every share held.

2.         Dividend yield (DY)  =          DPS
                                                            MPS

           
Indicate dividend returns for every shilling invested in the firm.

3.         Dividend cover                       =          DPS
                                                                        DPS

Indicate the number of times dividends can be paid out of earnings of shareholders.  The higher the DPS the lower the dividend cover.

4.         Dividend Payout Ratio           =          DPS
                                                                        EPS

Shows the proportion of Earnings which was paid out as dividends and how much was retained.



MERGERS AND TAKE OVERS: REASONS BEHIND FAILED MERGERS



           
REASONS BEHIND FAILED MERGERS
Poor strategic fit - The two companies have strategies and objectives that are too different and they conflict with one another.
Cultural and Social Differences - It has been said that most problems can be traced to "people problems." If the two companies have wide differences in cultures, then synergy values can be very elusive.
Incomplete and Inadequate Due Diligence - Due diligence is the "watchdog" within the M & A Process. If you fail to let the watchdog do his job, you are in for some serious problems within the M & A Process.
Poorly Managed Integration - The integration of two companies requires a very high level of quality management. In the words of one CEO, "give me some people who know the drill." Integration is often poorly managed with little planning and design. As a result, implementation fails.
Paying too Much - In today's merger frenzy world, it is not unusual for the acquiring company to pay a premium for the Target Company. Premiums are paid based on expectations of synergies. However, if synergies are not realized, then the premium paid to acquire the target is never recouped.
Overly Optimistic - If the acquiring company is too optimistic in its projections about the Target Company, then bad decisions will be made within the M & A Process. An overly optimistic forecast or conclusion about a critical issue can lead to a failed merger.

MERGERS AND TAKE OVERS:REASONS FOR MERGERS



REASONS FOR MERGERS
a. Synergy
Synergy is the interaction of multiple elements in a system of multi elements in a system to produce an effect different from or greater than sum of their individual effects.
Every merger has its own unique reasons why the combining of two companies is a good business decision. The underlying principle behind mergers and acquisitions ( M & A ) is simple: 1 + 1 = 3. The value of Company A is Sh. 1 billion and the value of Company B is Sh. 1 billion, but when we merge the two companies together, we have a total value of Sh. 3 billion. The joining or merging of the two companies creates additional value which we call "synergy" value.
Synergy value can take three forms:
1. Revenues: By combining the two companies, we will realize higher revenues than if the two companies operate separately.
2. Expenses: By combining the two companies, we will realize lower expenses than if the two companies operate separately.
3. Cost of Capital: By combining the two companies, we will experience a lower overall cost of capital.

For the most part, the biggest source of synergy value is lower expenses. Many mergers are driven by the need to cut costs. Cost savings often come from the elimination of redundant services, such as Human Resources, Accounting, Information Technology, etc. 

However, the best mergers seem to have strategic reasons for the business combination. These strategic reasons include:
Positioning - Taking advantage of future opportunities that can be exploited when the two companies are combined. For example, a telecommunications company might improve its position for the future if it were to own a broad band service company. Companies need to position themselves to take advantage of emerging trends in the marketplace.
Gap Filling - One company may have a major weakness (such as poor distribution) whereas the other company has some significant strength. By combining the two companies, each company fills-in strategic gaps that are essential for long-term survival.
Organizational Competencies - Acquiring human resources and intellectual capital can help improve innovative thinking and development within the company.
Broader Market Access - Acquiring a foreign company can give a company quick access to emerging global markets.
b. Bargain Purchase
It may be cheaper to acquire another company than to invest internally. For example, suppose a company is considering expansion of fabrication facilities. Another company has very similar facilities that are idle. It may be cheaper to just acquire the company with the unused facilities than to go out and build new facilities on your own.
c. Diversification
It may be necessary to smooth-out earnings and achieve more consistent long-term growth and profitability. This is particularly true for companies in very mature industries where future growth is unlikely. It should be noted that traditional financial management does not always support diversification through mergers and acquisitions. It is widely held that investors are in the best position to diversify, not the management of companies since managing a steel company is not the same as running a software company.
d. Short Term Growth
Management may be under pressure to turnaround sluggish growth and profitability. Consequently, a merger and acquisition is made to boost poor performance.
e. Undervalued Target
The Target Company may be undervalued and thus, it represents a good investment. Some mergers are executed for "financial" reasons and not strategic reasons. A compay may, for example, acquire poor performing companies and replace the management team in the hope of increasing depressed values.

MERGERS AND TAKE OVERS



MERGERS AND TAKE OVERS

MERGER AND ACQUISITION DEFINED
When we use the term "merger", we are referring to the joining of two companies where one new company will continue to exist.
 The term "acquisition" refers to the purchase of assets by one company from another company. In an acquisition, both companies may continue to exist.
However, throughout this topic we will loosely refer to mergers and acquisitions ( M & A ) as a business transaction where one company acquires another company. The acquiring company (also referred to as the predator company) will remain in business and the acquired company (which we will sometimes call the Target Company) will be integrated into the acquiring company and thus, the acquired company ceases to exist after the merger. 

 TYPES OF MERGERS
Mergers can be categorized as follows:

Horizontal: 

Two firms are merged across similar products or services. Horizontal mergers are often used as a way for a company to increase its market share by merging with a competing company. For example, the merger between Total and ELF will allow both companies a larger share of the oil and gas market.

Vertical:  
 Two firms are merged along the value-chain, such as a manufacturer merging with a supplier. Vertical mergers are often used as a way to gain a competitive advantage within the marketplace. For example, a large manufacturer of pharmaceuticals, may merge with a large distributor of pharmaceuticals, in order to gain an advantage in distributing its products.

Conglomerate: 
Two firms in completely different industries merge, such as a gas pipeline company merging with a high technology company. Conglomerates are usually used as a way to smooth out wide fluctuations in earnings and provide more consistency in long-term growth. Typically, companies in mature industries with poor prospects for growth will seek to diversify their businesses through mergers and acquisitions.

DIVIDEND POLICIES AND DECISIONS:Factors to consider in paying dividends (factors influencing dividend)

1. Legal rulesFactors to consider in paying dividends (factors influencing dividend)
a)         Net purchase rule: States that dividend may be paid from company’s profit either past or present.
b)         Capital impairment rule: prohibits payment of dividends from capital i.e. from sale of ssets.  This is liquidating the firm.
c)         Insolvency rule: prohibits payment of dividend when company is insolvent.  Insolvent company is one where assets are less than liabilities.  Insolvent company is one where assets are less than liabilities.  In such a case all earnings and assets of company belong to debt holders and no dividends is paid.

2. Profitability and liquidity
A company’s capacity to pay dividend will be determined primarily by its ability to generate adequate and stable profits and cash flow.
If the company has liquidity problem, it may be unable to pay cash dividend and result to paying stock dividend.

3. Taxation position of shareholders
Dividend payment is influenced by tax regime of a country e.g in Kenya cash dividend are taxable at source, while capital are tax exempt.
The effect of tax differential is to discourage shareholders from wanting high dividends.  (This is explained by tax differential theory).

4. Investment opportunity
Lack of appropriate investment opportunities i.e. those with positive returns (N.P.V.), may encourage a firm to increase its dividend distribution.  If a firm has many investment opportunities, it will pay low dividends and have high retention.

5. Capital Structure
A company’s management may wish to achieve or restore an optimal capital structure i.e. if they consider gearing to be too high, they may pay low dividends and allow reserves to accumulate until a more optimal/appropriate capital structure is restored/achieved.

6. Industrial Practice
Companies will be resistant to deviation from accepted dividend or payment norms within the industry.

7. Growth Stage
Dividend policy is likely to be influenced by firm’s growth stage e.g a young rapidly growing firm is likely to have high demand for development finance and therefore may pay low dividend or a defer dividend payment until company reaches maturity.  It will retain high amount.

8. Ownership Structure
A dividend policy may be driven by Time Ownership Structure e.g in small firms where owners and managers are same, dividend payout are usually low.

However in a large quoted public company dividend payout are significant because the owners are not the managers.  However, the values and preferences of small group of owner managers would exert more direct influence on dividend policy.

9. Shareholders expectation
Shareholder clientele that have become accustomed to receiving stable and increasing div. Will expect a similar pattern to continue in the future.

Any sudden reduction or reversal of such a policy is likely to dissatisfy the shareholders and may result in a fail in share prices.

10. Access to capital markets
Large, well established firms have access to capital markets hence can get funds easily
They pay high dividends thus, unlike small firms which pay low dividends (high retention) due to limited borrowing capacity.

11. Contractual obligations on debt covenants
They limit the flexibility and amount of dividends to pay e.g. no payment of dividends from retained earnings.