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Company Valuation Under IFRS : Interpreting and Forecasting ...

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<strong>Company</strong> valuation under <strong>IFRS</strong><br />

Had Metro been holding a large pile of cash in its balance sheet, <strong>and</strong> suffered<br />

from a clearly inflated weighted average cost of capital then it would have been<br />

appropriate to run a third valuation, using the synergies as in Exhibit 7.15 <strong>and</strong> a<br />

reduced WACC, based on a more efficient balance sheet. In that instance, we end<br />

up with three values: st<strong>and</strong>-alone, st<strong>and</strong>-alone plus synergies, <strong>and</strong> post-synergies<br />

plus lower WACC. (We should be unlikely to value the company on the basis of<br />

its balance sheet becoming steadily less efficient through time, as we did in the<br />

st<strong>and</strong>-alone model in Chapter five. In fact, in addition to the synergies discussed<br />

above, a complimentary shape to st<strong>and</strong>-alone cash flows is another desirable<br />

when assessing the suitability of a target for acquisition.)<br />

9.4 Consolidation of projections<br />

The earlier part of this chapter addressed <strong>IFRS</strong> accounting treatment for<br />

consolidation of acquisitions, when producing a post-merger balance sheet. We<br />

need to do more than that, since we shall presumably start with integrated<br />

forecasts for both companies, <strong>and</strong> want to be able to project integrated forecasts<br />

for the post-merger consolidated group. For this purpose we shall assume the<br />

acquisition of Metro by the US company Wal-Mart.<br />

To keep the modelling under control, we have simplified our forecast of Metro<br />

(<strong>and</strong> converted them into dollar figures), have produced an equally simplified<br />

forecast of Wal-Mart, <strong>and</strong> have consolidated them. Exhibit 7.15 shows on<br />

separate pages the st<strong>and</strong>-alone forecasts for each company, the mechanics of a<br />

merger for cash undertaken at fair value, the synergies, <strong>and</strong> a consolidated five<br />

year forecast for the group assuming completion of the deal on 31st December<br />

2004, so the forecasts have been extended for one year to provide a five year<br />

consolidation. Naturally, the value acquired should be slightly higher than that at<br />

start 2004, on which our valuation was based. Clearly, deals do not generally<br />

complete on balance sheet dates, <strong>and</strong> it is therefore necessary to consolidate<br />

balance sheets on the date of completion, with the result that there will be two<br />

part years (one for each company) ahead of the consolidation balance sheet <strong>and</strong><br />

one part year after it (for the consolidated entity), which makes the models larger<br />

but does not fundamentally alter the difficulties of the process.<br />

368

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