Rhone-Poulenc-Rorer Case Essay

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Problem 1 The merger transaction was designed with a degree of complexity to offer best possible financial structure that benefits the companies. Essentially it was more like merger than an acquisition as the two companies sought mutual advantages by combining the two companies. Therefore there was enough room for the two companies to cooperate in negotiations, to make the best deal out that gives enough flexibility and investment options for companies and their shareholders. At the end of the transaction, Rhone-Poulenc obtained 68% of Rorer's common stock (91.6million shares), which allowed Rhone-Poulenc to consolidate Rorer's results for financial reporting. The transaction was structured into three stages as following: 1. Rhone-Poulenc tendered for 50.1 percent (43.2 million shares) of Rorer's common stock for $36.50 per share. 2. Rorer assumed $265 million of RP debt (guaranteed by Rhone-Poulenc), made a $20 million cash payment to RP, and issued 48.4 million new common shares to RP in exchange for RP's Human Pharmaceutical Business division. 3. Rhone-Poulenc issued the 41.8 million CVRs to the reamining minority shareholders in Rorer. A CVR entitled the holder to the right at the end of three years, July 31, 1993 (or four years, at RP's option), to a cash payment of US$49.13 (or $53.03 if the payment were made at the end of four years) reduced by the higher of the value of the RPR shares at that date or $26.00 (I think it is better to summarize the terms as below, your choice) The structure of this M&A can be summarized: * Rhone-Poulenc (RP) obtained 68% of Rorer’s common stocks, with compensations to original stockholders of Rorer comprising two parts: cash tender offer for 50.1% and contingent value rights (CVR) for the rest. * Rorer acquired RP’s Human Pharmaceutical Business and compensated with $20m cash + 48.4m new shares + assumed 265m

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