FIN 3314 Assignment #4 Sp 2020 PART III: Answer questions 13 through 18 based on the text below: Mark Zin and Stella Lee are CEO and CFO, respectively, of Moonbase Corporation They are concerned that Moonbase is undervalued and subject to a hostile takeover bid. To assess the value of their own firm, they are reviewing current financial data for Jupiter PLC, Saturn Corporation, and Voyager Corporation, three firms they believe are comparable to Moonbase. Relative Valuation Ratio Jupiter Saturn Voyager PIE 23.00 19.50 21.50 P/B 4.24 5.25 4.91 PICF 110 13 10 Zin believes Moonbase should trade at similar multiples to these firms and that each valuation ratio measure is equally valid. Moonbase has a current stock price of $34.00 per share, earnings of $1.75 per share, book value of $8.50 per share, and cash flow of $3.20 per share. Using the average of each of the three multiples for the three comparable firms, Zin finds that Moonbase is undervalued. Lee states that the low valuation reflects current poor performance of a subsidiary of Moonbase. She recommends that the board of directors consider divesting the subsidiary in a manner that would provide cash intlow to Moonbase. Zin proposes that some action should be taken before a hostile takeover bid is made. He asks Lee if changes can be made to the corporate governance structure in order to make it more difficult for an unwanted suitor to succeed. In response, Lee makes two comments of actions that would make a hostile takeover more difficult. Lee's first comment is "Moonbase can institute a poison pill that allows our shareholders, other than the hostile bidder, to purchase shares at a substantial discount to current market value. Lee's second comment is "Moonbase can instead institute a poison put. The put allows shareholders the opportunity to redeem their shares at a substantial premium to current market value." Zin is also concerned about the general attitude of outside investors with the goy ernance of Moonbase. He has read brokerage reports indicating that the Moonbase governance ratings are generally low. Zin believes the following statements describe characteristics that should provide Moonbase with a strong governance rating. Statement 1 Moonbase's directors obtain advice from the corporate counsel to aid them in assessing the firm's compliance with regulatory requirements. Statement 2 Five of the ten members of the board of directors are not employed by Moonbase and are considered independent. Though not employed by the company, two of the independent directors are former executives of the company and thus can contribute useful expertise relevant for the business. 3314 Assignment 4 Statement 3 The audit committee of the board is organized so as to have suf- ficient resources to carry out its task, with an internal staff that reports routinely and directly to the audit committee. Zin is particularly proud of the fact that Moonbase has begun drafting a "Statement of Corporate Governance (SCG) that would be available on the company website for viewing by shareholders, investment analysts, and any interested stakeholders. In particular, the SCG pays special attention to policies that ensure effective contributions from the board of directors. These policies include: Policy 1 Training is provided to directors prior to joining the board and peri odically thereafter. Policy 2 Statements are provided of management's assessment of the board's performance of its fiduciary responsibilities. Policy 3 Statements are provided of directors' responsibilities regarding over- sight and monitoring of the firm's risk management and compliance functions. Zin concludes the discussion by announcing that Johann Steris, a highly regarded ex-CFO of a major corporation, is under consideration as a member of an expanded board of directors. Zin states that Steris meets all the requirements as an independent director including the fact that he will not violate the interlocking directorship require ment. Steris also will bring experience as a member of the compensation committee of the board of another form. He also comments that Steris desires to serve on either the audit or compensation committee of the Moonbase board and that good governance practice suggests that Steris would not be prohibited from serving on either committee 13. The value the CEO estimated based on comparable company analysis is closest to a. $37.33 b. $39.30 c. $40.80 d. $43.15 Your answer choice: Solution/explanation: FIN 3314 Sp 2020 Assignment #4 14. The divestiture technique that Lee is recommending is most likely: a. a spin-off b. a split-off c. an equity carve-out d. a debt carve-out Your answer choice: Solution/explanation: 15. With regard to poison pills and puts, Lee's comments are: a correct. b. incorrect with regard to the poison put. c. incorrect with regard to the poison pill. d. incorrect with regard to both poison put and pill. Your answer choice Solution/explanation: FIN 3314 Assignment #4 Sp 2020 16. Which statement by Zin provides the most support for a strong governance rating a. Statement 1 b. Statement 2 c. Statement 3 d. None of the statements Your answer choice: Solution/explanation 17. Which policy of the Statement of Corporate Governance is least likely to ensure effective contributions from the board of directors? a. Policy 1 b. Policy 2 c Policy 3 d. All policies ensure effective contributions from the board. Your answer choice: Solution/explanation FIN 3314 Assignment #4 Sp 2020 18. Is Zin's comment that good governance practice does not preclude Steris from serving on either of the two committees of the Moonbase board correct? a. Yes b. No, good governance practice precludes Steris from serving on the audit committee c. No, good governance practice precludes Steris from serving on the compensation committee d. No, good governance practice precludes Steris from serving on both audit and compensation committees Your answer choice: Solution/explanation: FIN 3314 Assignment #4 Sp 2020 PART III: Answer questions 13 through 18 based on the text below: Mark Zin and Stella Lee are CEO and CFO, respectively, of Moonbase Corporation They are concerned that Moonbase is undervalued and subject to a hostile takeover bid. To assess the value of their own firm, they are reviewing current financial data for Jupiter PLC, Saturn Corporation, and Voyager Corporation, three firms they believe are comparable to Moonbase. Relative Valuation Ratio Jupiter Saturn Voyager PIE 23.00 19.50 21.50 P/B 4.24 5.25 4.91 PICF 110 13 10 Zin believes Moonbase should trade at similar multiples to these firms and that each valuation ratio measure is equally valid. Moonbase has a current stock price of $34.00 per share, earnings of $1.75 per share, book value of $8.50 per share, and cash flow of $3.20 per share. Using the average of each of the three multiples for the three comparable firms, Zin finds that Moonbase is undervalued. Lee states that the low valuation reflects current poor performance of a subsidiary of Moonbase. She recommends that the board of directors consider divesting the subsidiary in a manner that would provide cash intlow to Moonbase. Zin proposes that some action should be taken before a hostile takeover bid is made. He asks Lee if changes can be made to the corporate governance structure in order to make it more difficult for an unwanted suitor to succeed. In response, Lee makes two comments of actions that would make a hostile takeover more difficult. Lee's first comment is "Moonbase can institute a poison pill that allows our shareholders, other than the hostile bidder, to purchase shares at a substantial discount to current market value. Lee's second comment is "Moonbase can instead institute a poison put. The put allows shareholders the opportunity to redeem their shares at a substantial premium to current market value." Zin is also concerned about the general attitude of outside investors with the goy ernance of Moonbase. He has read brokerage reports indicating that the Moonbase governance ratings are generally low. Zin believes the following statements describe characteristics that should provide Moonbase with a strong governance rating. Statement 1 Moonbase's directors obtain advice from the corporate counsel to aid them in assessing the firm's compliance with regulatory requirements. Statement 2 Five of the ten members of the board of directors are not employed by Moonbase and are considered independent. Though not employed by the company, two of the independent directors are former executives of the company and thus can contribute useful expertise relevant for the business. 3314 Assignment 4 Statement 3 The audit committee of the board is organized so as to have suf- ficient resources to carry out its task, with an internal staff that reports routinely and directly to the audit committee. Zin is particularly proud of the fact that Moonbase has begun drafting a "Statement of Corporate Governance (SCG) that would be available on the company website for viewing by shareholders, investment analysts, and any interested stakeholders. In particular, the SCG pays special attention to policies that ensure effective contributions from the board of directors. These policies include: Policy 1 Training is provided to directors prior to joining the board and peri odically thereafter. Policy 2 Statements are provided of management's assessment of the board's performance of its fiduciary responsibilities. Policy 3 Statements are provided of directors' responsibilities regarding over- sight and monitoring of the firm's risk management and compliance functions. Zin concludes the discussion by announcing that Johann Steris, a highly regarded ex-CFO of a major corporation, is under consideration as a member of an expanded board of directors. Zin states that Steris meets all the requirements as an independent director including the fact that he will not violate the interlocking directorship require ment. Steris also will bring experience as a member of the compensation committee of the board of another form. He also comments that Steris desires to serve on either the audit or compensation committee of the Moonbase board and that good governance practice suggests that Steris would not be prohibited from serving on either committee 13. The value the CEO estimated based on comparable company analysis is closest to a. $37.33 b. $39.30 c. $40.80 d. $43.15 Your answer choice: Solution/explanation: FIN 3314 Sp 2020 Assignment #4 14. The divestiture technique that Lee is recommending is most likely: a. a spin-off b. a split-off c. an equity carve-out d. a debt carve-out Your answer choice: Solution/explanation: 15. With regard to poison pills and puts, Lee's comments are: a correct. b. incorrect with regard to the poison put. c. incorrect with regard to the poison pill. d. incorrect with regard to both poison put and pill. Your answer choice Solution/explanation: FIN 3314 Assignment #4 Sp 2020 16. Which statement by Zin provides the most support for a strong governance rating a. Statement 1 b. Statement 2 c. Statement 3 d. None of the statements Your answer choice: Solution/explanation 17. Which policy of the Statement of Corporate Governance is least likely to ensure effective contributions from the board of directors? a. Policy 1 b. Policy 2 c Policy 3 d. All policies ensure effective contributions from the board. Your answer choice: Solution/explanation FIN 3314 Assignment #4 Sp 2020 18. Is Zin's comment that good governance practice does not preclude Steris from serving on either of the two committees of the Moonbase board correct? a. Yes b. No, good governance practice precludes Steris from serving on the audit committee c. No, good governance practice precludes Steris from serving on the compensation committee d. No, good governance practice precludes Steris from serving on both audit and compensation committees Your answer choice: Solution/explanation