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of financial distress Because most acquisitions provide some degree of diversification, that is, they reduce the variability of profits for the merged firms, they can also reduce the probability of financial distress This diversification effect is illustrated in the previous example, where the postmerger net income is constant The result is a higher debt-to-equity ratio, more interest payments, lower taxes, and value creation Many firms are in the enviable position of generating substantial operating cash f lows and over time, large cash surpluses At the end of 1999, for example, Microsoft and Intel held a combined $29 billion in cash and short-term investments Firms can distribute these funds to shareholders via a dividend or through a stock repurchase However, both of these options have tax consequences.

Dividends create substantial tax liabilities for many shareholders and a stock repurchase, while generating lower taxes due to capital gains provisions cannot be executed solely to avoid tax payments A third option is to use the excess cash to acquire another company This strategy would solve the surplus funds problem and carry tax benefits as no tax is paid on dividends paid from the acquired to the acquiring firms Again, the acquisition must have a business rationale beyond just saving taxes The following example summarizes the sources of value discussed in this section and illustrates how we might assess value creation in a potential acquisition Example 5 MC Enterprises Inc manufactures and markets value-priced digital speakers and headphones The firm has excellent engineering and design staffs and has won numerous awards from High Fidelity magazine for its most recent wireless bookshelf speakers.

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MC wants to enter the market for personal computer (PC) speakers, but does not want to develop its own line of new products from scratch MC has three million outstanding shares trading at $30/share Digerati Inc is a small manufacturer of high-end speakers for PCs, best known for the technical sophistication of its products However, the firm has not been well managed financially and has had recent production problems, leading to a string of quarterly losses The stock recently hit a three-year low of $625 per share with two million outstanding shares MC s executives feel that Digerati is an attractive acquisition candidate that would provide them with quick access to the PC market They believe an acquisition would generate incremental after-tax cash f low from three sources 1.

Revenue enhancement: MC believes that Digerati s technical expertise will allow it to expand their current product line to include high-end speakers for home theater equipment They estimate these products could generate incremental annual cash f low of $125 million Because this is a risky undertaking, the appropriate discount rate is 20% 2 Operating efficiencies: MC is currently operating at full capacity with significant overtime Digerati has unused production capacity and could easily adapt their equipment to produce MC s products The estimated.

be accomplished with a software firewall on the host. The finger tool, available on UNIX and in some third-party tools, queries Remote User Information Protocol (RUIP) servers for information about users who may be logged on to a particular host. You can also get more detail on a particular user by specifying the user name and host in the same form as an email address for example, username@domain.dom. The whois command queries Whois servers for example, the whois.internic.net server for Internet directory information. You can ask a Whois server for information about the owner of a domain name and the addresses of the DNS servers that hold authoritative information for the name. Internet names in the .com, .org, and .net domains may be registered with registrars other than the InterNIC. If you can't find information at the whois.internic.net server, you can find pointers to other registrars at http://www.internic.net/. You can also find pointers to the registrars and Whois servers for the .edu, .gov, .mil, and other domain spaces at that site. On both UNIX and Windows machines, a useful tool for monitoring network performance on an individual computer is the netstat command. Depending on the arguments supplied with the command, you can use the tool to determine which ports are open and their status, the number of packets in and out of the interface card, the local routing table, and statistics for IP, ICMP, UDP, and TCP. Figure 2.7 shows a printout of the options for netstat on a Windows 98 machine.

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