International Business Transactions 2009

Japanese Chip Makers vs Nikkei

2009-07-19T18:18:00.000-07:00

NEC Electronics

2009-07-19T13:38:00.001-07:00

FT Stock Chart for NEC Electronics

FT Stock Chart for NEC

NEC Electronics Yuho

Japanese Semiconductor Industry

July 2007 - Perry Offers 65% Premium for 25% Stake

Feb 2008 - Perry Demands Information

March 2008 - Perry Buys Stake in NEC

Going private transactions

Meanwhile, at Perry Headquarters

We're Sorry

Sayonara

NEC Electronics-Renesas Merger

Elpida Bail Out

Exam Deadline

2009-07-05T19:42:00.001-07:00

The deadline for handing in your examination is August 8. Please deliver by e-mail. If you draw diagrams by hand, please scan and attach PDF to your e-mail.

Map

2009-07-05T19:40:00.000-07:00

ARK Hills Executive Tower Map

Who is SFP Value Realization Fund?

2009-07-04T19:21:00.000-07:00

SFP Value Realization Fund

Nireco Shareholder Structure

2009-07-04T19:11:00.000-07:00

Nireco 2008 Yuka Shoken Todokesho

Nireco-- Summary of Tokyo District Court Opinion

2009-07-04T18:59:00.000-07:00

Tokyo District Court Summary

Nireco Stock Price

2009-07-04T18:42:00.001-07:00

Nireco Financials　（see p. 43)

ニレコ、その後

2009-07-04T18:39:00.000-07:00

Thursday, March 5, 2009

Nireco Buys Back Entire Stake Held By Top Shareholder

TOKYO (Nikkei)--Nireco Corp. (6863) said Wednesday that on Feb. 20 it repurchased all of its stock held by former top shareholder SFP Value Realization Master Fund Ltd. for roughly 1 billion yen, closing the chapter on a takeover defense dispute that escalated into a court battle.

At the end of last year, Cayman Island-based SFP Value approached the manufacturer of industrial control and measuring systems about buying back the shares, according to a senior company official.

The fund sold its 1.42 million shares, or 15.7% on a voting rights basis, to Nireco for 757 yen apiece. Nireco is now weighing plans to have business partners obtain that stock.

The investment fund began acquiring Nireco shares around 2004, prompting the firm to announce plans in March 2005 for a takeover defense involving the issuance of stock warrants to lower an unwanted suitor's voting interest. Had it been activated, the defense would have marked the first use of a poison pill in Japan. SFP Value, however, obtained a temporary injunction from the Tokyo District Court to block the issuance, which Nireco ended up scrapping.

Nireco's share price rose as high as 1,200 yen in March 2005, but has since dropped to the 600 yen level. The stock closed at 650 yen on Wednesday.

(The Nikkei March 5 morning edition)

Exam Questions

2009-06-28T05:53:00.000-07:00

Here are the exam questions for this course:

Question 1

Compare and contrast the following three transactions: (1) Vivendi – The9; (2) Disney – OLC (both the original Tokyo Disneyland transaction and DisneySea) and (3) Disney-Hong Kong.

Specifically:

(1) Draw a diagram of each of the transactions showing parties and values exchanged in the component transactions.

(2) Summarize the basic economic terms of the major contracts involved in each transaction, specifying dollar values wherever possible.

(3) Identify any legal or other issues that arose specifically because of the fact that these were cross-border transactions.

(4) With the benefit of hindsight (i.e., knowing what we now know about the post-transaction performance of these relationships), (a) in each case, which party negotiated the more favorable transaction terms and why and (2) how would you have advised the “losing” party to change the terms of the original deal to achieve a more advantageous result?

Question 2

Compare and contrast the following three transactions: (1) Nissan-Renault; (2) Freeport McMoRan-Phelps Dodge and (3) Daimler-Chrysler.

Specifically:

(1) Draw a diagram of each of the transactions showing parties and values exchanged in the component transactions. Show the post-transaction shareholding structure and capital structure.

(2) Summarize the basic economic terms of the major contracts involved in each transaction, specifying dollar values wherever possible.

(3) In each case, identify what the shareholders of the “junior” member of the combination/merger (Nissan, Phelps Dodge, Chrysler) received in exchange for their original shares.

(4) With the benefit of hindsight, were these transactions beneficial for the shareholders of the junior members of the combination/merger? Why or why not?

2007 Cereberus Acquires 80.1% of Chrysler

2009-06-28T05:17:00.000-07:00

Announcement of Cereberus acquisition of Chrysler

Daimler Chrysler Numbers

2009-06-27T22:41:00.001-07:00

Daimler Chrysler

Daimler Chrysler Deal Points

2009-06-27T21:45:00.000-07:00

Daimler-Benz shareholders receive one share of the new company for every share they currently own
Chrysler shareholders receive 0.547 of the new company's shares for every Chrysler share they own.
At current market prices, the deal values Chrysler at nearly $58 a share, up from Wednesday's closing price of 48-11/16.
If Daimler shareholders approve a special dividend, as expected, the ratio would rise to 0.62 Daimler share for every Chrysler share. That would leave Chrysler shareholders with 43 percent of the combined company.
The companies expect to realize cost savings of $1.4 billion in the first year after the merger and $3 billion in savings over the next several years.
Executives said no layoffs or plant closings are planned.
The company will have headquarters in Germany and Michigan but it will be incorporated in Germany and have a traditional German structure with separate supervisory and management boards.
The combined company would have $92 billion in market value and an estimated $130 billion in annual revenue, still below Chrysler's two U.S. rivals, Ford Motor Co. and General Motors Corp., and just behind Japan's Toyota Motor Corp. and Germany's Volkswagen AG as the fifth-largest automaker in the world.

On Thursday Chrysler shares [C] were up 4-11/16 to 53-1/2, while Daimler-Benz' American Depositary Receipts [DAI] which have climbed 49 percent in Wall Street trading this year, slipped 2-3/16 to 106-3/8.

Daimler-Chrysler Post-Merger

2009-06-23T00:26:00.000-07:00

What Went Wrong?

More on What Went Wrong

Daimler AG today

Daimler AG Stock Chart

readingのダウンロードについて

2009-06-22T19:29:00.000-07:00

Scribdからのreadingsのダウンロードがうまくいかないという連絡がいくつかありました。
Ｓｃｒｉｂｄの機能が変わった可能性があるようですが、とりいそぎ、
できない場合はメールでお送りしますので、受講しているコース名と必要なreadingsを明記の上、　
sato@givens-gjb.com　までご連絡下さい。

Public offering/merger terminology

2009-06-21T17:45:00.001-07:00

Here are some of the terms that appear in the Freeport McMoRan case study. You should have a basic idea what these terms mean.

Public offering
Chinese Wall
Poison pill
Unsolicited all cash offer
Bidder
Target
Premium
Breakup fee
Convertible preferred
Road show
Underwriting commission
Prospectus
Credit rating/ratings agency
Institutional investor

Freeport McMoran S-4

2009-06-21T13:48:00.001-07:00

S-4

FCX Merger Financing Numbers

2009-06-21T07:16:00.000-07:00

PD Numbers

Copper Prices

2009-06-21T06:59:00.000-07:00

Historical copper prices

FT Comment at Time of Announcement

2009-06-21T06:51:00.000-07:00

FT Article

Report of Announcement

Post-Announcement Stock Movement of FCX and PD

2009-06-21T06:41:00.001-07:00

Freeport McMoRan Post-Merger Performance

2009-06-21T05:55:00.001-07:00

Freeport McMoRan Stock Price and Financials

Week 9

2009-06-16T18:23:00.000-07:00

The case study for this week, Freeport McMoRan, has been posted in the Syllabus below.

The S-4 Registration Statement is posted for reference only. Please leaf through to get a sense of what goes into a registration statement.

AJC Shareholder-- Then and Now

2009-06-14T18:14:00.000-07:00

AJC Shareholders- 2000

Teleglobe
NTT
Japan Telecom
Telstra
WorldCom

AJC Shareholders- 2009

Communications Global Network Services Limited (formerly Concert)
NTT Communications Corporation
SOFTBANK Telecom Corp. (formerly Japan Telecom)
Telstra Holdings (Bermuda) No. 1 Limited
Worldcom Global Networks Limited

Project Finance Transaction Structures

2009-06-14T17:55:00.000-07:00

Announcement of Australia-Japan cable Transaction

2009-06-14T17:40:00.001-07:00

Telstra's Australia-Japan submarine cable set to proceed

By Bloomberg, CNET News.com
Friday, June 23, 2000 06:28 PM

MELBOURNE--Telstra Corp's proposed submarine cable linking Australia and Japan is set to proceed, after it was announced that financing for the US$550 million project had been completed.

Board members of the Australia-Japan group will meet in Bermuda next week to officially sign the financing and supplier agreements to enable construction of the 12,000-kilometer fiber-optic cable system to start, said Neil Lambert, chief marketing officer of the project.

Japan Telecom Co, WorldCom Inc, Teleglobe Inc and NTT Com. Japans' NEC Corp won the bid earlier this year to build the cable system.

The US$556.8 million project finance facility was jointly arranged by Australia and New Zealand Banking Group, IBJ Australia Bank Ltd, The Toronto-Dominion Bank and West LB. Further details will be announced after the contracts are signed, Lambert said.

Earlier this month, the manager of the cable link said it had raised enough funds in pre-sales to progress construction. The cable system, with a design capacity of 640 gigabits per second, is scheduled to be ready for service in the third quarter of calendar 2001.

Week 8

2009-06-09T20:28:00.000-07:00

The case for this week has been uploaded below within the syllabus.

Project Finance Teaching Note

Australia Japan Cable Homepage

How SIVs and CDOs Work (Manga version)

2009-05-31T14:47:00.000-07:00

SIVs

CDOs

Syndicated Loan Terms

2009-05-31T14:35:00.001-07:00

Loan Terms Loan Terms sgivens

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Week 7

2009-05-26T02:27:00.000-07:00

Chase`s Strategy for Syndicating the Hong Kong Disneyland Loan A & B

Background for Week 7

2009-05-25T21:26:00.001-07:00

I have posted two articles as background. One describes the "shadow" banking system that has grown up in recent years to supplant conventional banks as a significant source of debt financing for corporations. The second describes some of the factors involved when a company decides how highly leveraged it will be.

The Shadow Banking System: How Companies Borrow Money other than from the Bank

Stewart C. Meyers, Still Searching for Optimal Capital Structure

Week 6

2009-05-18T22:31:00.000-07:00

For this week, please read the materials posted in the syllabus under Week 6: Joint Venture Dispute Case Study and two similar Distribution Agreements (Phase 1 and Phase 2). The case study contains questions that you should think about and be prepared to respond to in class next Monday. Do not read the contracts word for word, line by line. Read actively and selectively to squeeze out the information you need in order to understand the transaction and the dispute.

Questions for Week 5

2009-05-17T15:40:00.000-07:00

-- How could the Disney-Oriental Land participation in Tokyo Disneyland/DisneySea have been structured other than as a straight license?

-- If DisneySea had been structured as a 50/50 joint venture, would Disney be better off than it has been as a straight licensor?

-- If you were Oriental Land, how would you have tried to persuade Disney to take its "fair share" of risk in the DisneySea development?

-- Why was Hong Kong able to persuade Disney to take a 47% stake in HK Disneyland?

Week 5 Background Materials

2009-05-10T18:49:00.000-07:00

Oriental Land Factbook 2008

Oriental Land Financial Statements

Oriental Land Stock Chart

Walt Disney Stock Chart

HK Disneyland Blog

Questions for Week 4

2009-05-10T16:06:00.000-07:00

-- What were the basic terms of the 1999 Nissan-Renault Alliance?

-- How is the Alliance different from a merger? Different from a joint venture?

-- Was contract documentation for the Alliance complicated or simple?

-- What were the respective comparative advantages Renault and Nissan brought to the Alliance?

-- How you you suspect the Japanese executives of Nissan today evaluate the decision to enter the Alliance in 1999?

Week 4 Background

2009-05-01T00:40:00.000-07:00

Nissan-Renault 2008 Facts and Figures

A Skeptical View of the Alliance

Behind the Scenes

Nissan Stock Chart

Renault Stock Chart

Nissan Renault Comparison

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Questions for Week 3

2009-04-25T21:15:00.000-07:00

Why didn't Vivendi Universal operate World of Warcraft itself directly in China?

What about a joint venture with The9? Would that have been a good idea for Vivendi Universal?

If you were The9, what element of the contract with Vivendi Universal would you regret most in retrospect?

During the life of the contract, was this a profitable transaction for The9? For Vivendi Universal?

Whose lawyers do you think drafted the license agreement?

Background for Week 3

2009-04-19T19:15:00.001-07:00

Initial Announcement of Vivendi License

Announcement of Activision-Blizzard Deal

Think about it guys...

Announcement of Termination of Vivendi License

Stock Price

The9 Limited Form 20-F

World of Warcraft Home Page

Questions for Week 2

2009-04-16T17:32:00.000-07:00

RMC Hydra Division

-- If you represented Akron Foundry, would you agree to give customers detailed information about your costs, overhead and profit margins? Would you tell them the truth, or fudge?

-- Why are Akron Foundry's aluminum costs higher than RMC Hydra's internal costs?

-- If you were Elizabeth Allston, how would you deal with the flak you are getting from the purchasing department? Is the flak justified?

-- From Elizabeth Allston's standpoint is there a realistic way of persuading Akron Foundry to reduce the aluminum cost component in its price? Reduce the overall price?

Ingot Supply Agreement

--Who are the parties to this contract? What is the product that is being sold? What does the purchaser do with the purchased product? Look here for SunPower's HP. Look here for press release announcing transaction. Look here for description of SunPower's business in its Annual Report.

--What is the basic commercial substance of this contract: Who is buying what? For what price?In what quanities? For how long? What is a "requirements contract"?

--What features of this contract are specific to its being an international transaction? Put another way, which sections could you eliminate if this were a purely domestic transaction?

--What is the United Nations Convention on Contracts for the International Sale of Goods referred to in Section 10.7?