Fnac-Darty Merger: From Bidding Wars to Entity Integration 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 Fnac-Darty Merger: From Bidding Wars to Entity Integration case study

At Oak Spring University, we provide corporate level professional Net Present Value (NPV) case study solution. Fnac-Darty Merger: From Bidding Wars to Entity Integration case study is a Harvard Business School (HBR) case study written by Wiboon Kittilaksanawong, Hanna Tayeb. The Fnac-Darty Merger: From Bidding Wars to Entity Integration (referred as “Darty Fnac” 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 management, Mergers & acquisitions, Negotiations, Organizational structure.

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 Fnac-Darty Merger: From Bidding Wars to Entity Integration Case Study

In September 2015, Groupe Fnac (Fnac), a large French retail chain, announced it had acquired long-time competitor Darty Limited (Darty) in an effort to counter competition from online retailers, particularly American e-commerce giant Amazon.com, Inc. Fnac's first offer had been declined, but Fnac and Darty negotiated and agreed on a new offer in November 2015. Unexpectedly, in March 2016, a South African-based retail holding company, Steinhoff International Holdings N.V., made a bigger offer. After an intense bidding war, Fnac successfully acquired Darty in April 2016 for 60 per cent over its first offer. The new company, Groupe Fnac Darty, faced several challenges. It needed to convince its stakeholders that the two emblematic competitors could create better value for them, despite their different identities and corporate cultures. How should the combined entity achieve the announced ?130 million in annual synergies by 2019? And would the new entity survive the aggressive competition of e-commerce? Wiboon Kittilaksanawong is affiliated with Saitama University. Hanna Tayeb is affiliated with Nagoya University of Commerce & Business.

Case Authors : Wiboon Kittilaksanawong, Hanna Tayeb

Topic : Strategy & Execution

Related Areas : Financial management, Mergers & acquisitions, Negotiations, Organizational structure

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Calculating Net Present Value (NPV) at 6% for Fnac-Darty Merger: From Bidding Wars to Entity Integration Case Study

Years	Cash Flow	Net Cash Flow	Cumulative     Cash Flow	Discount Rate @ 6 %	Discounted Cash Flows
Year 0	(10015863)	-10015863	-	-
Year 1	3468724	-6547139	3468724	0.9434	3272381
Year 2	3962020	-2585119	7430744	0.89	3526184
Year 3	3966825	1381706	11397569	0.8396	3330623
Year 4	3236620	4618326	14634189	0.7921	2563706
TOTAL			14634189		12692894

The Net Present Value at 6% discount rate is 2677031

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

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. Darty Fnac 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 Darty Fnac 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 Fnac-Darty Merger: From Bidding Wars to Entity Integration

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 Darty Fnac 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 Darty Fnac 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	(10015863)	-10015863	-	-
Year 1	3468724	-6547139	3468724	0.8696	3016282
Year 2	3962020	-2585119	7430744	0.7561	2995856
Year 3	3966825	1381706	11397569	0.6575	2608252
Year 4	3236620	4618326	14634189	0.5718	1850548
TOTAL					10470938

The Net NPV after 4 years is 455075

(10470938 - 10015863 )

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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	(10015863)	-10015863	-	-
Year 1	3468724	-6547139	3468724	0.8333	2890603
Year 2	3962020	-2585119	7430744	0.6944	2751403
Year 3	3966825	1381706	11397569	0.5787	2295616
Year 4	3236620	4618326	14634189	0.4823	1560870
TOTAL					9498492

The Net NPV after 4 years is -517371

At 20% discount rate the NPV is negative (9498492 - 10015863 ) so ideally we can't select the project if macro and micro factors don't allow financial managers of Darty Fnac 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 Darty Fnac has a NPV value higher than Zero then finance managers at Darty Fnac 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 Darty Fnac, then the stock price of the Darty Fnac 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 Darty Fnac 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 can impact the cash flow of the project.

Understanding of risks involved in the project.

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.

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 Fnac-Darty Merger: From Bidding Wars to Entity Integration

References & Further Readings

Wiboon Kittilaksanawong, Hanna Tayeb (2018), "Fnac-Darty Merger: From Bidding Wars to Entity Integration Harvard Business Review Case Study. Published by HBR Publications.