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大老王 · 2022年05月06日

comment1 的意思

  1. CFA II
  2. Corporate Issuers

NO.PZ2021102201000046

问题如下：

Kinetic Corporation is considering acquiring High Tech Systems. Jim Smith, the vice president of finance at Kinetic, has been assigned the task of estimating a fair acquisition price for High Tech. Smith is aware of several approaches that could be used for this purpose. He plans to estimate the acquisition price based on each of these approaches, and has collected or estimated the necessary financial data.

While discussing his analysis with a colleague, Smith makes two comments. Smith’s first comment is: "If there were a pre-announcement run-up in Quadrant’s price because of speculation, the takeover premium should be computed based on the price prior to the run-up." His second comment is: "Because the comparable transaction approach is based on the acquisition price, the takeover premium is implicitly recognized in this approach."

Are Smith’s two comments about his analysis correct?

选项：

A.

Both of his comments are correct

B.

Both of his comments are incorrect

C.

His rst comment is correct, and his second comment is incorrect

解释：

A is correct. Both of Smith’s statements are correct. If there was a pre-announcement run-up in Quadrant’s price because of speculation, the takeover premium should be computed based on the price prior to the run-up.

Because the comparable transaction approach is based on the acquisition price, the takeover premium is implicitly recognized in this approach.

老师，有点不理解第一个comment 1这句话的意思，可否解释下，为什么是对的，谢谢

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王琛_品职助教 · 2022年05月07日

嗨，从没放弃的小努力你好：


Comment 1 是说：如果在公告前，Quadrant 的股价因为投机而上涨 run-up，那么收购溢价 takeover premium 应该根据上涨前的股价计算。相当于要计算一个相对合理的价格，最好排除投机的影响

比如第一家公司 Quadrant，收购前股价 stock price pre-takeover 为 24.9，收购股价 acquisition stock price 为 28，所以其收购溢价为 12.45% (28.00/24.90-1)

根据 Comment 1 的描述，假如 Quadrant 的股价因为投机而上涨，比如收购前股价不是 24.9，而是 27；那么使用可比公司分析法，计算三家公司的平均收购溢价时，Quadrant 的收购溢价，还是用 28.00/24.90-1 计算，而不是用 28.00/27.00-1 计算

原理请参考原版书 P163 的最后一段: 分析师必须注意到任何交易前的价格跳跃，这可能是由于市场上的收购投机而发生的。在这些情况下，分析师在计算收购溢价时，应选用一个对股票价格产生任何投机影响之前的、有代表性的价格

"The analyst must be careful to note any pre-deal jump in the price that may have occurred because of takeover speculation in the market. In these cases, the analyst should apply the takeover premium to a selected representative price from before any speculative influences on the stock price."

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虽然现在很辛苦，但努力过的感觉真的很好，加油！

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