Adidas Reebok Merger LBO
Adidas Reebok Merger LBO
Adidas Reebok Merger LBO
We made our own assumptions toward this Merger& Acquistion. The primary valuation
strategy that we used to determine a fair transaction price is the discounted cash flow
model. Based on our assumptions the proposed merger would have substantial cash flow
implications over the next several years. Annual cash flows were estimated for several
years before the company would enter an assumed steady state of growth. As we think
the merger would have an impact on the firm’s WACC as the capital structure was
altered by the increase in leverage. The terminal value used in the model was a key driver
that accounted for a substantial portion of the valuation. Comparable transaction analysis
assumes the new entity would perform similarly to its peers and we deem that a DCF
would better account for merger costs, synergies and future growth rates. LBO analysis
was most likely conducted internally, as this model is similar to a DCF with the added
component of accounting for what the firm does with the free cash flow generated from
the combined entity. This type of analysis is more difficult externally as the debt
covenants and firm’s capital budgeting strategy are not public. Most likely, excess cash
will be used to pay down the debt used to finance the acquisition.
Adidas used 20% equity and 80% debt to finance the all cash transaction. When this
transaction was made, Reebok was suffering as a business, which resulted in their stock
being less valuable than Adidas stock. Because of this, the consideration used was all cash.
The upside of using all cash was that Adidas was able to avoid any more dilution of their
shares than what was already caused by the 20% use of equity. The downside from an all
cash consideration was that it allowed Reebok shareholders to reallocate the gain they
made from the transaction, rather than reinvesting into the merged company. Other
considerations we think are important in the transaction: The analysts on the acquisition
had varied opinions on the deal. Adidas and Reebok are two branded sport equipment,
apparel, and sporting goods companies. Both the companies have their own strengths in
the manufacturing of goods and global market share. Because of those factors, the
acquisition was a natural occurrence. However, there were a few negative aspects that are
important considerations in the transaction. First, Adidas and Reebok maintaining
separate headquarters may avoid the risks of an integration conflict and help employees
feel safer during the takeover time period;
Our recommendation for Adidas’s and Reebok’s board : We recommend the transaction
to both Adidas and Reebok’s boards. The transaction is mutually beneficial and better
positions both firms to succeed in the future. The firm’s are natural merger candidates
with offsetting financial strengths and strongholds in growing markets where the other is
weak. The deal is forecasted to be accretive by 2008 and is expected to result in annual
synergies in excess of €125m. Cross Asset Research conducted worst-case scenario
analysis on the proposed deal by estimating transaction costs and assuming no synergies
would be captured by the transaction. Even under these assumptions, EPS dilution would
only be 3%. The deal’s likely synergies and improved market positioning lead the analysts
to forecast an EPS CAGR of 16% compared to the industry forecast of 4%. Reebok’s
shareholders are paid a fair but substantial premium on their stock price. This merger
offers material synergies, has manageable downside risk, and strategically positions the
combined entity to eventually compete with Nike as the industry's dominant market
share leader.
Adidas acquired Reebok for $59.00 per share for a 34.2% premium. The total acquisition price ended up
being €3.8b. Adidas used 20% equity and 80% debt to finance the all cash transaction. When this
transaction was made, Reebok was suffering as a business, which resulted in their stock being less
valuable than Adidas stock. Because of this, the consideration used was all cash. The upside of using all
cash was that Adidas was able to avoid any more dilution of their shares than what was already caused
by the 20% use of equity. The downside from an all cash consideration was that it allowed Reebok
shareholders to reallocate the gain they made from the transaction, rather than reinvesting into the
merged company.