đầu tư đôi khi được thể hiện ở giá trị của các tài sản hữu hình thuộc sở hữu của doanh nghiệp thẩm định. Đối với một công ty có lợi nhuận, làm điều này bỏ qua giá trị vô hình chung có thể đại diện cho hầu hết các giá trị thuộc sở hữu của nhà đầu tư. | 80 Measuring Synergies The value of a target however cannot be enhanced by attributing to it a lower cost of capital through use of more debt financing. Since any acquirer could achieve this benefit such financial manipulations seldom have genuine value-creating potential. The combined entity also may create certain tax benefits such as use of net operating loss carryovers or the ability to incorporate in ajurisdiction that provides favorable tax rates. Acquirers are cautioned however to recognize that most financial economies cannot materially improve a company s strategic position and seldom should be the driving force behind a transaction. KEY VARIABLES IN ASSESSING SYNERGIES In assessing the potential savings from each of these synergy sources members of an M A team should focus relentlessly on three variables that can dramatically influence the accuracy of the estimated synergy and value calculation. 1. Size of synergy benefit. The synergy value should be quantified in a forecast of net cash flows that includes estimates of revenues expenses financing and tax costs and investments in working capital and fixed assets. Each component of the forecast particularly all estimated improvements must be challenged rigorously. Acquisition team members must resist the natural inclination to buy into the deal emotionally which so often leads to overly optimistic revenue and expense estimates. Each element in the forecast must be estimated accurately. 2. Likelihood of achievement. The business combination will project various benefits some of which have a very high likelihood of success while others may be long shots. For example the likelihood that the administrative costs associated with the target s board of directors can be eliminated is about 100 . Conversely achieving certain sales goals against stiff competition is probably far less definite. These differences must be noted and allowed for in the forecast. Computing the probability of various outcomes such as .
