American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer Net Present Value (NPV) / MBA Resources

Introduction to Net Present Value (NPV) - What is Net Present Value (NPV) ? How it impacts financial decisions regarding project management?

NPV solution for American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer case study

At Oak Spring University, we provide corporate level professional Net Present Value (NPV) case study solution. American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer case study is a Harvard Business School (HBR) case study written by Karen H. Wruck, Sherry Pelkey Roper. The American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer (referred as “Cyanamid Ahp” from here on) case study provides evaluation & decision scenario in field of Strategy & Execution. It also touches upon business topics such as - Value proposition, Financial analysis, Mergers & acquisitions.

The net present value (NPV) of an investment proposal is the present value of the proposal’s net cash flows less the proposal’s initial cash outflow. If a project’s NPV is greater than or equal to zero, the project should be accepted.

NPV = Present Value of Future Cash Flows LESS Project’s Initial Investment

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Case Description of American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer Case Study

American Home Products' (AHP) $9 billion hostile takeover of American Cyanamid (Cyanamid) was the largest mergers and-acquistions transaction in 1994, and made AHP the fourth largest pharmaceutical firm in the United States. At the time of AHP's offer, Cyanamid had already begun to restructure by selling its consumer products businesses, spinning off its chemicals division, and entering into asset swap negotiations with SmithKline Beecham. AHP entered the fray, at least in part, to block the asset swap deal. The case takes students inside the board room and describes the tension generated by the fact that Cyanamid's management and its outside directors had different views on the desirability of the takeover. At issue is whether Cyanamid's board will endorse AHP's hostile offer in spite of the fact that management does not support the offer, and instead supports a lower-valued friendly asset swap with SmithKline Beecham. After a tense and painful board meeting that lasted several days, the board voted unanimously to support the offer.

Case Authors : Karen H. Wruck, Sherry Pelkey Roper

Topic : Strategy & Execution

Related Areas : Financial analysis, Mergers & acquisitions

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Calculating Net Present Value (NPV) at 6% for American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer Case Study

Years	Cash Flow	Net Cash Flow	Cumulative     Cash Flow	Discount Rate @ 6 %	Discounted Cash Flows
Year 0	(10009129)	-10009129	-	-
Year 1	3462601	-6546528	3462601	0.9434	3266605
Year 2	3969115	-2577413	7431716	0.89	3532498
Year 3	3968848	1391435	11400564	0.8396	3332321
Year 4	3242374	4633809	14642938	0.7921	2568264
TOTAL			14642938		12699688

The Net Present Value at 6% discount rate is 2690559

In isolation the NPV number doesn't mean much but put in right context then it is one of the best method to evaluate project returns. In this article we will cover -

Different methods of capital budgeting

What is NPV & Formula of NPV,
How it is calculated,
How to use NPV number for project evaluation, and
Scenario Planning given risks and management priorities.

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Capital Budgeting Approaches

Methods of Capital Budgeting

There are four types of capital budgeting techniques that are widely used in the corporate world –

1. Internal Rate of Return
2. Profitability Index
3. Net Present Value
4. Payback Period

Apart from the Payback period method which is an additive method, rest of the methods are based on Discounted Cash Flow technique. Even though cash flow can be calculated based on the nature of the project, for the simplicity of the article we are assuming that all the expected cash flows are realized at the end of the year.

Discounted Cash Flow approaches provide a more objective basis for evaluating and selecting investment projects. They take into consideration both –

1. Magnitude of both incoming and outgoing cash flows – Projects can be capital intensive, time intensive, or both. Cyanamid Ahp shareholders have preference for diversified projects investment rather than prospective high income from a single capital intensive project.
2. Timing of the expected cash flows – stockholders of Cyanamid Ahp have higher preference for cash returns over 4-5 years rather than 10-15 years given the nature of the volatility in the industry.

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Formula and Steps to Calculate Net Present Value (NPV) of American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer

NPV = Net Cash In Flowt1 / (1+r)t1 + Net Cash In Flowt2 / (1+r)t2 + … Net Cash In Flowtn / (1+r)tn
Less Net Cash Out Flowt0 / (1+r)t0

Where t = time period, in this case year 1, year 2 and so on.
r = discount rate or return that could be earned using other safe proposition such as fixed deposit or treasury bond rate. Net Cash In Flow – What the firm will get each year.
Net Cash Out Flow – What the firm needs to invest initially in the project.

Step 1 – Understand the nature of the project and calculate cash flow for each year.
Step 2 – Discount those cash flow based on the discount rate.
Step 3 – Add all the discounted cash flow.
Step 4 – Selection of the project

Why Strategy & Execution Managers need to know Financial Tools such as Net Present Value (NPV)?

In our daily workplace we often come across people and colleagues who are just focused on their core competency and targets they have to deliver. For example marketing managers at Cyanamid Ahp often design programs whose objective is to drive brand awareness and customer reach. But how that 30 point increase in brand awareness or 10 point increase in customer touch points will result into shareholders’ value is not specified.

To overcome such scenarios managers at Cyanamid Ahp needs to not only know the financial aspect of project management but also needs to have tools to integrate them into part of the project development and monitoring plan.

Calculating Net Present Value (NPV) at 15%

After working through various assumptions we reached a conclusion that risk is far higher than 6%. In a reasonably stable industry with weak competition - 15% discount rate can be a good benchmark.

Years	Cash Flow	Net Cash Flow	Cumulative     Cash Flow	Discount Rate @ 15 %	Discounted Cash Flows
Year 0	(10009129)	-10009129	-	-
Year 1	3462601	-6546528	3462601	0.8696	3010957
Year 2	3969115	-2577413	7431716	0.7561	3001221
Year 3	3968848	1391435	11400564	0.6575	2609582
Year 4	3242374	4633809	14642938	0.5718	1853838
TOTAL					10475598

The Net NPV after 4 years is 466469

(10475598 - 10009129 )

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Calculating Net Present Value (NPV) at 20%

If the risk component is high in the industry then we should go for a higher hurdle rate / discount rate of 20%.

Years	Cash Flow	Net Cash Flow	Cumulative     Cash Flow	Discount Rate @ 20 %	Discounted Cash Flows
Year 0	(10009129)	-10009129	-	-
Year 1	3462601	-6546528	3462601	0.8333	2885501
Year 2	3969115	-2577413	7431716	0.6944	2756330
Year 3	3968848	1391435	11400564	0.5787	2296787
Year 4	3242374	4633809	14642938	0.4823	1563645
TOTAL					9502263

The Net NPV after 4 years is -506866

At 20% discount rate the NPV is negative (9502263 - 10009129 ) so ideally we can't select the project if macro and micro factors don't allow financial managers of Cyanamid Ahp to discount cash flow at lower discount rates such as 15%.

Acceptance Criteria of a Project based on NPV

Simplest Approach – If the investment project of Cyanamid Ahp has a NPV value higher than Zero then finance managers at Cyanamid Ahp can ACCEPT the project, otherwise they can reject the project. This means that project will deliver higher returns over the period of time than any alternate investment strategy.

In theory if the required rate of return or discount rate is chosen correctly by finance managers at Cyanamid Ahp, then the stock price of the Cyanamid Ahp should change by same amount of the NPV. In real world we know that share price also reflects various other factors that can be related to both macro and micro environment.

In the same vein – accepting the project with zero NPV should result in stagnant share price. Finance managers use discount rates as a measure of risk components in the project execution process.

Sensitivity Analysis

Project selection is often a far more complex decision than just choosing it based on the NPV number. Finance managers at Cyanamid Ahp should conduct a sensitivity analysis to better understand not only the inherent risk of the projects but also how those risks can be either factored in or mitigated during the project execution. Sensitivity analysis helps in –

What are the key aspects of the projects that need to be monitored, refined, and retuned for continuous delivery of projected cash flows.

What will be a multi year spillover effect of various taxation regulations.

What are the uncertainties surrounding the project Initial Cash Outlay (ICO’s). ICO’s often have several different components such as land, machinery, building, and other equipment.

Understanding of risks involved in the project.

What can impact the cash flow of the project.

Some of the assumptions while using the Discounted Cash Flow Methods –

Projects are assumed to be Mutually Exclusive – This is seldom the came in modern day giant organizations where projects are often inter-related and rejecting a project solely based on NPV can result in sunk cost from a related project.

Independent projects have independent cash flows – As explained in the marketing project – though the project may look independent but in reality it is not as the brand awareness project can be closely associated with the spending on sales promotions and product specific advertising.

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Negotiation Strategy of American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer

References & Further Readings

Karen H. Wruck, Sherry Pelkey Roper (2018), "American Cyanamid (A): Boardroom Response to a Hostile Takeover Offer Harvard Business Review Case Study. Published by HBR Publications.