Using the Asset Method to Calculate the Present Value of a Business


Benefits of M&A

Penetrating new markets : This is the fastest way if a company, especially foreign-invested companies, wants to expand its business area, add a product line or expand its distribution network.

Reduced market entry costs : This is the way for companies to enter the market with the least cost and time. Instead of companies having to spend costs when establishing and high opportunity costs due to the time spent building systems and distribution networks.

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Possession of human knowledge & intangible assets : To acquire a team of knowledgeable personnel along with patent rights, often occurs in the technology sector.

Reduced competition in the market: Nowadays, companies tend to cooperate for mutual benefit rather than compete fiercely with each other. Carrying out M&A helps reduce competition and can improve each company's position in the market.

Using the Asset Method to Calculate the Present Value of a Business

Reduce costs & improve efficiency: Through M&A, companies can increase economies of scale, reduce fixed costs (headquarters, factories), labor costs, distribution. Enterprises can also complement each other in terms of resources and other strengths such as brands, information, know-how, technological lines, or take advantage of assets that each company has not yet fully utilized.

Diversification and market expansion: Some companies have great ambitions, not only to dominate the market in their segment but also to expand into other areas. The purpose is not only to find profitable opportunities but also to be able to spread the risk for their company.

Disadvantages encountered when implementing M&A

In addition to the benefits that M&A activities bring, businesses must be careful with the disadvantages that may occur when implementing M&A activities. Unusual changes during the merger process, especially differences in corporate culture, will significantly affect future business plans and strategies. Moreover, the division of management power also greatly affects the company's operations after M&A, these conflicts can reduce employee productivity. In addition, the company may incur additional debts and other costs related to the merger.

In theory, the efficiency gains in M&A are due to savings, including reduced costs when moving to centralized management. However, in practice


often the opposite. Running a large corporation with many branches is more complicated, so the management team is larger and more cumbersome, costing more.

2.2 VALUATION IN M&A DEALS

Business valuation is a very important part of an M&A deal for both the buyer and the seller. Buyers always want to buy at the true value of the seller, and sellers always want to sell at the true value of their company. In reality, there are many different methods applied to valuation in an M&A deal. Currently, consultants often apply some popular valuation methods such as: discounted cash flow method (DCF), market method, asset method and method of calculating enterprise value based on EV/EBITDA ratio.

2.2.1 Discounted cash flow method (DCF)

This method determines the value of a business based on the long-term profitability and expected future cash flow of the company. The share price according to this method is used in valuation reports at valuation organizations as the average price of the share value determination method by calculating the free cash flow of the business (FCFF - Free cash flow to firm) and the free cash flow of the owner (FCFE - Free cash flow to equity). In which, FCFF uses the discount factor as the weighted average cost of capital WACC. In the simple case, the enterprise only uses debt and the cost of equity:



In there:

( )

K d : Cost of using borrowed capital;

K e : Cost of equity; D: Market value of debt;

E: Market value of equity; T: Corporate income tax rate;

FCFE uses the cost of equity as a discount factor K e :

K e = R f + β×(R m – R f )

In there:

R f : Risk-free interest rate (R m – R f ): Risk premium

β: Stock price volatility compared to the market

Then, the recoverable value at a future point in time is determined:

o FCFF:


In there:


( )


()

( )

V 0 : Current value of the company. FCFF t : Expected cash flow of the company in year t

FCFF n+1 : Expected cash flow of the company in year n+1

g: is the perpetual growth rate of cash flow after n years

o FCFE:


In there:

( )

()

()

V 0 : Current value of the company.

FCFE t : Expected equity cash flow in year t FCFE t : Expected equity cash flow in year n+1

g: is the perpetual growth rate of cash flow after n years

2.2.2 Market method

According to this method, the valuation organization gives a theoretical calculation value of the company based on the valuation of similar companies in current real conditions with the use of P/E ratios based on factors considered when reviewing earnings including whether past results reflect current results, major changes in operations or whether the business operates cyclically.

Enterprise value is calculated by the formula:

V = Expected net profit×P/E

P s : Share buying and selling price on the market.

EPS: Expected earnings per share =


2.2.3 Using the asset method to calculate the present value of the business

The asset approach estimates the value of a business based on the market value of the business's total assets minus its liabilities. It is calculated based on


based on the difference between the market value of the assets and liabilities of the enterprise.

The market value of a company is calculated based on the balance sheet and the value of equity is calculated using the formula:

VE = VA V D

In there:

V E : Enterprise value by asset method V A : Market value of total enterprise assets V D : Market value of liabilities

The market value of all assets (V A ) includes: tangible assets and intangible assets. Tangible assets include physical assets (fixed assets, goods, materials, finished products), cash assets, external collateral assets, external investments and receivables.

Market value of debt (V D ) = determined on the actual balance in the accounting books at the time of valuation.

2.2.4 Using the EV/EBITDA ratio to calculate enterprise value

The EV/EBITDA ratio indicates how long it would take to recoup the costs of the acquisition if EBITDA remained unchanged.

o EBITDA = Revenue - Expenses (excluding interest, taxes, depreciation of tangible and intangible assets).

o Or: EBITDA = EBIT (Earnings before interest and taxes) + Depreciation of tangible and intangible fixed assets.

o Enterprise value (EV) = Market capitalization + Short-term debt + Long-term debt + Minority interest + Market value of preferred stock - Cash and cash equivalents.

EV is the value that must be paid to purchase all the equity and debt of a business and is often used in the case of business acquisitions. Cash and cash equivalents are excluded from calculating EV because this item itself is included in the market capitalization of the business. EV shows the market's assessment of the entire business, including tangible and intangible assets. Meanwhile, the market capitalization index only shows the market's assessment of the value of shares.

In summary, there are many different valuation methods that consulting organizations often apply such as: discounted cash flow method (DCF), market method, asset method and enterprise value calculation method based on EV/EBITDA ratio.


2.3 STUDIES CONDUCTED RELATED TO THE TOPIC

The issue of M&A has been presented and discussed in many media and many authors have researched this activity. However, each author raises the issue from different perspectives and aspects.

In the topic “Solutions to develop mergers and acquisitions activities in Vietnamese enterprises” in 2008, the theories and reality of mergers and acquisitions (M&A) activities in Vietnam were presented. In his topic, the author focused mainly on assessing the reality of M&A activities and drawing out the main characteristics of the Vietnamese M&A market.

The topic “The current situation of mergers and acquisitions in the Vietnamese market” (Mai Phuong, 2007) presented specifically and in detail the M&A activities of Vietnam and the world. At the same time, the author also presented some methods of enterprise valuation commonly applied in the market.

The article “Vietnamese Enterprises Choose the M&A Path” (Dang Xuan Minh – Bui Gia Tuan, pages 132 – 133, Investment Newspaper Special Edition, 2012) presented and reflected on typical deals in Vietnam in the past period. In addition, the two authors conducted interviews and surveys with experts and business representatives about the level of interest in this activity. The survey showed great interest from businesses in M&A activities in Vietnam.

Mr. Carl Gordon (Director of Corporate Finance Services, KPMG) also gave some comments on recent M&A transactions and major trends in the M&A sector in Vietnam (pages 76-77 of Investment Newspaper, 2012). In the article, the author assessed that M&A activities in Vietnam have grown strongly in recent times. At the same time, according to the author, in the future, domestic and foreign investors, especially those from ASIAN countries, will participate more actively in M&A activities in Vietnam.

In their research, the KPMG research team conducted a study called “M&A activities in Vietnam from the perspective of the transaction party”. The team interviewed experts in the field of M&A consulting to compile statistics and analyze issues arising in current M&A consulting activities in Vietnam.

It can be seen that M&A activities have been receiving the attention of many experts and researchers. Many issues surrounding M&A activities have been surveyed, discussed by authors and become the subject of debate in many forums and conferences. The research topics have outlined the overall M&A activities.

demand, as well as the current status and trends of M&A in the Vietnamese market. In addition, many authors have analyzed and concluded that M&A is one of the optimal solutions to restructure Vietnamese enterprises. However, although many issues related to M&A have been studied, there has been no topic or study that summarizes M&A consulting activities and analyzes in detail the valuation aspect at the stage of reviewing enterprises in an M&A deal.

2.4 RESEARCH METHODOLOGY OF THE TOPIC

M&A consulting activities and especially valuation in M&A are important issues to improve the quality of M&A consulting, helping the Vietnamese M&A market to develop more and more in terms of the number of successful transactions and the quality of M&A transactions. To conduct research on the above issue, the thesis was studied through many steps and summarized into the following process:


Introduction of Rong Viet Securities Company

Introduction to M&A consulting and valuation activities

Valuation work in specific M&A deals

Proposing solutions to improve M&A consulting and valuation activities



2.4.1 Introduction to Rong Viet Securities Company

Source: author's own composition


To provide information about Rong Viet Securities Company, the study has compiled data that Rong Viet Securities Company has announced to the public (financial reports, annual reports, resolutions of shareholders' meetings, etc.) and internal company data. Based on that data, the topic proceeds to arrange, select and summarize introductory information; and at the same time, analyze the company's operating situation in terms of growth rate, assets, and revenue to have a more general view of the company in the past and present, in addition to assessing the development of Rong Viet in the present and near future.

2.4.2 Introduction to M&A consulting and valuation activities

M&A consulting and valuation activities are specialized activities, requiring in-depth knowledge of the M&A field. Therefore, to introduce and present this content, the study needs to collect data from many different sources (M&A Consulting at Rong Viet Securities Company, M&A Vietnam Forum, Stoxlus, KPMG, M&A Handbook,...) to have a more objective view of consulting activities and especially the valuation methods that M&A consulting organizations are applying. Based on the collected data sources, the topic has divided and synthesized

into the most general models of consulting activities as well as valuation work in M&A deals.

2.4.3 Valuation work in specific M&A deals

In order to provide a specific process for consulting activities and valuation in M&A, the topic has built a real deal based on the deals consulted by the company as well as successful deals in the market. The topic has synthesized the consulting process and valuation methods applied at Rong Viet Securities Company, and synthesized data on deals published in specialized magazines (M&A Vietnam Forum, Cafef.vn, Stoxlus, ...). At the same time, the topic also synthesizes analytical data from a number of theses on M&A valuation activities to combine theory with practice as a premise to perfect M&A valuation activities in practice. From the data synthesized in the market and most importantly, the data collected from Rong Viet Securities Company, the study has simulated a real deal that the Company has consulted to specifically present issues in M&A consulting activities and focus on valuation in M&A.

2.4.4 Proposed solutions to improve M&A consulting and valuation activities

Based on the analysis done in the previous sections, the topic finds out the difficulties encountered in consulting activities as well as in the M&A valuation of enterprises. From identifying the difficulties that hinder the success of M&A consulting activities, the thesis analyzes and finds solutions based on the connection with successful deals, the opinions of experts or from the author's own understanding in the process of researching the problem.

CONCLUSION OF CHAPTER 2

There are many different terms when it comes to M&A, but these concepts all have in common that M&A is an activity that changes the structure of a company. There are many different ways to carry out M&A: buying shares, buying debt, etc. Depending on the nature and purpose of M&A, businesses will implement different methods. In M&A activities, valuation is considered quite important, greatly affecting the success of M&A transactions. Currently, there are many different valuation methods, but the most common are: cash flow discount, asset method, EV/EBITDA method, etc. Depending on the size and asset structure of the target company, consulting organizations use different valuation methods. However, in order to conduct M&A consulting activities and especially valuation work well, it is necessary to carefully study the consulting process and valuation methods in each specific case.


CHAPTER 3: ANALYSIS OF THE CURRENT STATUS OF VALUATION IN M&A DEALS AT RONG VIET SECURITIES COMPANY

The research data here is mainly based on the context of Rong Viet Securities Corporation. Therefore, to make the information and data presented in the following sections clearer, the first part of this chapter will introduce an overview of the research unit, Rong Viet Securities Corporation.

3.3 INTRODUCTION OF RONG VIET SECURITIES COMPANY

3.3.1 Overview of Rong Viet Securities Company

Rong Viet Securities Joint Stock Company was established under the Securities Business License No. 32/UBCK-GPĐKKD issued by the State Securities Commission on December 21, 2006 with an initial charter capital of VND 100 billion. On April 26, 2007, Rong Viet officially began operations. Some basic information of the Company:

Vietnamese name: DRAGON VIET SECURITIES JOINT STOCK COMPANY

English name: VIET DRAGON SECURITIES CORPORATION

Abbreviation: RONG VIET SECURITIES (VDSC)

Logo:

Stock code: VDS

Charter capital: 349,799,870,000 VND

Address: Viet Dragon Building, 141 Nguyen Du, Ben Thanh Ward, District 1, HCMC

Phone: (08) 6299 2006

Fax: (08) 6291 7986

Website: www.vdsc.com.vn

Rong Viet Securities Company is conducting business operations in the fields of the stock market including:

- Securities brokerage. Rong Viet provides full securities services: securities brokerage, securities custody, transaction financing, IPO auction agency and shareholder management. Rong Viet has a team of brokerage specialists participating in the market.

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