The European energy power markets continue to be one of the major topics of political, industrial and financial discussions and meetings. Prices of the energy products are increasing due to declining reserves and the emerging countries like China and India are fueling a constant growth in world-wide demand. The right energy mix for the utility companies is becoming more and more important as well as the investments in a ‘cleaner’ energy due to ecological issues are necessary. For a utility company a powerful standing is essential to secure these supply issues for short and longterm supply. This is maybe one reason for the upcoming consolidation in the energy market. E.ON is also trying to play this game. Its strategic and financial goals through the merger with Endesa are to create the world’s leading power and gas company and therefore, a stronger presence in the European and American market as well as to create an advanced financial value for the shareholders. Generally for mergers it is important that both, investors in shares and managers of companies seeking to make acquisitions, need to know how much a company is worth and how much they are willing to pay for their investment. Therefore, the authors outline the theoretical background of valuating companies and will show how different valuation techniques can be used in different contexts. As for every acquisi-tion, on the one hand the possible buyer should always bear in mind that: “Price is what you pay, value is what you get”. On the other hand it is also important to keep in mind that: “A thing is worth whatever the buyer will pay for it”. These are two statements which are also important beside the valuated company values. For that reason, the authors valuate Endesa with two different valuation methods including their different approaches. First of all the Discounted Cash Flow (DCF) method will be applied. Herewith the authors will use the three different approaches: entity, equity and the adjusted present value technique. Afterwards these results are validated with three different multipliers by using the multiplier method. The average result – without the result of the Discounted Cash Flow method / equity approach – of these calculation is an estimated share price of 41,81 €/share or a corporate value of about € 44,262 billion for Endesa. The last bid of E.ON was placed on 02. February 2007 with a value of 38,75 €/share this means a corporate value of € 41,027 billion.
Table of Contents
Executive Summary
List of Figures
List of Abbreviations
1 Introduction
2 Problem Description
2.1 Objective
2.2 Methodology
3 Methods of Corporate Valuation
3.1 Background of Corporate Valuation
3.2 Valuation Methods
3.2.1 Net Asset Value Method
3.2.2 Liquidation Value Method
3.2.3 Real Options Method
3.2.4 Multiplier Method
3.2.5 Discounted Cash Flow Method
3.2.5.1 Parameters of the DCF Methods
3.2.5.2 Entity Approach
3.2.5.3 Equity Approach
3.2.5.4 Adjusted Present Value Approach
3.2.6 Earnings Value Method
4 Overview of Endesa
4.1 Company profile of Endesa
4.1.1 Business Activities of Endesa
4.1.2 The Financial View of Endesa
4.2 Deals and Developments in the Energy Market
4.3 The deal between E.ON and Endesa
5 Corporate Valuation of Endesa
5.1 Assumptions for the corporate valuation
5.2 Discounted Cash Flow Methods
5.2.1 Different Variables for the DCF Valuation
5.2.2 Entity Approach
5.2.3 Equity Approach
5.2.4 Adjusted Present Value
5.3 Multiplier Method
5.3.1 Peer-Group composition
5.3.2 Price-Earnings-Ratio
5.3.3 Price-Bookvalue-Ratio
5.3.4 Price-Cash-Flow-Ratio
5.4 Wrap-up of Corporate Valuations
6 Conclusion and Outlook
Appendixes
Bibliography
Internet Sources
ITM-Checklist: 360-degree analysis
Executive Summary
The European energy power markets continue to be one of the major topics of political, industrial and financial discussions and meetings. Prices of the energy products are increasing due to declining reserves and the emerging countries like China and India are fueling a constant growth in world-wide demand. The right energy mix for the utility companies is becoming more and more important as well as the investments in a ‘cleaner’ energy due to ecological issues are necessary.[1]
For a utility company a powerful standing is essential to secure these supply issues for short and long-term supply. This is maybe one reason for the upcoming consolidation in the energy market. E.ON is also trying to play this game. Its strategic and financial goals through the merger with Endesa are to create the world’s leading power and gas company and therefore, a stronger presence in the European and American market as well as to create an advanced financial value for the shareholders.[2]
Generally for mergers it is important that both, investors in shares and managers of companies seeking to make acquisitions, need to know how much a company is worth and how much they are willing to pay for their investment. Therefore, the authors outline the theoretical background of valuating companies and will show how different valuation techniques can be used in different contexts. As for every acquisition, on the one hand the possible buyer should always bear in mind that: “Price is what you pay, value is what you get”[3]. On the other hand it is also important to keep in mind that: “A thing is worth whatever the buyer will pay for it”.[4] These are two statements which are also important beside the valuated company values.
For that reason, the authors valuate Endesa with two different valuation methods including their different approaches. First of all the Discounted Cash Flow (DCF) method will be applied. Herewith the authors will use the three different approaches: entity, equity and the adjusted present value technique. Afterwards these results are validated with three different multipliers by using the multiplier method.
The average result – without the result of the Discounted Cash Flow method / equity approach – of these calculation is an estimated share price of 41,81 €/share or a corporate value of about € 44,262 billion for Endesa. The last bid of E.ON was placed on 02. February 2007 with a value of 38,75 €/share this means a corporate value of € 41,027 billion.[5]
List of Figures
Figure 1 - Share price of Endesa from September 2005 up to January 2007
Figure 2 - The Eight Paradigm of Corporate Valuation according to T. S. Kuhn
Figure 3 - Evaluation Causes
Figure 4 - Overview of Corporate Valuation Methods
Figure 5 - Current Corporate Valuation Methods in the Context of international M&As
Figure 6 - Calculation of the Net Asset Value
Figure 7 - Calculation of the Liquidation Value
Figure 8 - Flowchart for the Multiplier Method
Figure 9 - Formation of a Multiplier
Figure 10 - DCF Valuation Steps
Figure 11 - Different Cash Flows
Figure 12 - CAPM Formula
Figure 13 - WACC Formula
Figure 14 - DCF – Entity Approach
Figure 15 - DCF – Equity Approach
Figure 16 - DCF – Adjusted Present Value Approach
Figure 17 - World Primary Energy Demand
Figure 18 - Global scale of Endesa and E.ON
Figure 19 - Free cash flow projections
Figure 20 - WACC assumptions
Figure 21 - Market rate
Figure 22 - Betas and Capital Quotes
Figure 23 - WACC result of Endesa and of the market comparison
Figure 24 - DCF Entity Value Calculation – Assumptions
Figure 25 - DCF Entity Value Calculation – Terminal Value
Figure 26 - DCF Entity Value Calculation – Entity Value
Figure 27 - DCF Equity Value Calculation – Assumptions
Figure 28 - DCF Equity Value Calculation – Terminal Value
Figure 29 - DCF Equity Value Calculation – Equity Value
Figure 30 - DCF Adjusted Present Value Calculation – Assumptions
Figure 31 - DCF Adjusted Present Value Calculation – Terminal Value
Figure 32 - Peer Group for Endesa
Figure 33 - P/E-Ratio
Figure 34 - P/B-Ratio
Figure 35 - P/CF-Ratio
Figure 36 - Results of the Different Valuation Methods
Figure 37 - Offer/Demands for Endesa
Figure 38 - Self evaluated values in relation to E.ON´s last bid
Figure 39 - Brokers’ fair values to E.ON´s last bid
List of Abbreviations
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1 Introduction
Regarding the issue of corporate valuation this assignment took a look on the possible acquisition[6] of the Spanish energy company Endesa S.A.[7] by the German company E.ON AG[8].
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Figure 1 - Share price of Endesa from September 2005 up to January 2007[9]
E.ON started his bid in February of 2006 with an offer of over € 29 billion. Today, one year and many problems later E.ON submitted putative its last bid of about 38,75 €/share this means a corporate value of € 41,027 billion. This one year was paved with bids, accusations, lamentations, new teammates and different other problems. However, the share value of Endesa boomed enormously like figure 1 shows and it seems that Endesa´s share value is driven by E.ON´s offers. Then it is astonishing why E.ON bids so much money for their shares.
Endesa in combination with E.ON is not the only possible merger in these days. Chapter 4.3 describes the deals and developments in the energy market in a deeper way. The trend of this industry is like in some other markets, to get a more consolidated one. Companies merge to expand their business and survive. Therefore, the merger of E.ON and Endesa could be a clever move. Both are in the same business but the advantage is that they complete themselves perfectly in regards to the regional distribution.
2 Problem Description
Corporate valuations are partly difficult to understand, partly long-winded to perform and partly full of assumptions, but they are necessary. There are some reasons like the initial public offering (IPO) or merger and acquisition (M&A) for which a valuation has been execute.
2.1 Objective
The objectives of this assignment are a literature based overview of the common corporate valuation methods and the valuation of a company by using the described methods. The authors choose the Spanish utility company Endesa for proving the valuation methods.
2.2 Methodology
After an introduction in chapter 1 the problem description respectively the objective of this work and the methodology of this assignment are given in chapter 2. After that, chapter 3 gives an overview about the background of corporate valuation methods. Chapter 3.2 shows then a deeper and more theoretical look on the mainly used valuation methods. Before using these literature based information in the practical example of valuating the utility company Endesa, this company and also the energy market are described in chapter 4. Chapter 5 shows then the corporate evaluation of Endesa. The detailed valuation using the DCF and Multiplier methods deliver the final results. At the end in chapter 6 the conclusion and an outlook are given.
3 Methods of Corporate Valuation
The first part of this chapter discusses the theoretical background of corporate valuation. It provides the reader with information about the reason for the existence of different valuation methods and the various areas of usage. The second part takes a look on those different valuation approaches for estimation of a company´s value and the attractiveness of possible investment options.
3.1 Background of Corporate Valuation
The topic of corporate valuation is much transcribed in the business economics. Therefore, it is no miracle that plenty of different valuation methods in the literature could be found. In the course of time, these developed techniques are further fine tuned over and over again and additionally new methods will be developed.[10] This is caused by a steady knowledge transfer between the business science and the evolution by daily use or necessary because of changes in law or national differences. Another reason for the various corporate valuation techniques is the occasion of valuation.[11] Thomas S. Kuhn the famous science theorist developed eight paradigms of corporate valuation which are listed in figure 1 on the next page.
The figure shows that every corporate valuation method had a golden decade. After the obtainment of new knowledge and information a new method was developed and supplemented or substituted the older one. But some of the most important valuation methods - like the DCF methods – are over 30 years old. They were also adapted to the latest business needs and are still in use for example to supplement newer methods or to get another point of view.[12]
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Figure 2 - The Eight Paradigm of Corporate Valuation according to T. S. Kuhn[13]
Because of so many developments and accommodations the question of the reasons has to be asked. As already stated in the executive summary there is a difference between the value and the price of a company. If one company considers buying another one which has only one machine, why should it pay more for that company than the cost of a comparable machine of equivalent age and condition? The answer to that question is that the value is not only based on assets but also on intellectual property or even effort. So the price which has to be paid for a company could be much higher but also less than the real value (net asset value) of a company. It is based on different things and therefore, many different valuation methods could be used.
Sometimes each item needs to be carefully kept in mind when someone wants to evaluate the whole company. And every time it is important to consider the point of view. It is a difference to see things through the buyer´s or through the seller’s eyes. The “final price” is typically the bottom price from the seller’s point of view but the price ceiling of the buyer.[14]
Depending on the chosen valuation method and the intended reason (buying/selling/tax/etc.) for valuation it can be stated that different valuation methods conclude almost different values. Therefore, it is important for which reason you have to perform such a valuation. Figure 3 gives a small overview about the main reasons for corporate valuations:
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Figure 3 - Evaluation Causes[15]
The causes for evaluation can broadly be divided in three categories. The causes in the first category “Laws and Regulations” apply to deals with compensation, increasing of capital or the so called squeeze out. The causes in the second category are liability reasons like merger and acquisitions, exit of partners of a company or inheritance clarifications. In the third category “Miscellaneous” all causes are combined which are not related in a direct way to the other two categories such as Initial Public Offering, the Management Buy-Out (MBO) or simply the allocation of equity or debt.[16]
In addition to the causes for a company valuation there are further facts to address before a sound and realistic corporate valuation can be achieved. These questions are listed below to show the reader that the valuation of a company is not only to solve an equation; it is more a combination of many different aspects. This list is not complete but shows a first impression.
Hence a preceding analysis of the market and the company (a so called due diligence) is indispensable. Furthermore, it is important how many and which valuation methods will be used. Which person or company is doing the valuation with which background/concern? What about synergetic effects by M&As? Does the valuation method cover the trade name, patents, customer situation or the image of a company?[17]
3.2 Valuation Methods
As described in the preface of chapter 3 and also in subchapter 3.1, there are many different valuation methods. The following figure gives a structured overview of the most important and common used ones:
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Figure 4 - Overview of Corporate Valuation Methods[18]
You can see three distinctive features to divide the valuation methods. Firstly, there are the global ones such as the “Earnings value method” and the “Discounted Cash Flow methods”. Secondly, there are the separate valuation methods including the “Net asset value method” and the “Liquidation method”. And finally, the “Real options methods” and “Market multiples” which belong to the mixed or relative valuation methods, are presented. All techniques are used for different purposes and fulfill different reasons as mentioned above in chapter 3.1 on page 6. The authors do not describe all of the named methods in detail because the topic of this assignment is the corporate valuation of Endesa in relation to the merger and acquisition of E.ON and not all methods are essential for this case.
The figure shown below gives an overview as a percentage of corporate valuation methods which are often used within the context of international M&As (last update 2005).[19]
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Figure 5 - Current Corporate Valuation Methods in the Context of international M&As[20]
The focus is mainly on the Discounted Cash Flow method and the multiplier methods which are the two light blue highlighted bars on the left hand side in the above figure. Furthermore, the authors also describe the methods of net asset value, liquidation value, real options and the earnings value in the following sub-chapters.
3.2.1 Net Asset Value Method
The net asset value method belongs to the separate valuation methods. These kinds of techniques use balance-sheets data to determine the value of a company. By summarizing all net assets and deducting all debts the so called substance value of a company is determined.[21]
The net asset value is the needed value to re-establish the company with the same efficiency ‘in the open countryside’ at the same or comparable location, completely operative with fixed and current assets, goodwill and company know-how in the case of continuation the business (Going concern). In this context goodwill is meant as the difference between the price which is paid for the company and its book value. This value will appear on the acquiring company´s balance sheet so it will increase their book value.[22]
illustration not visible in this excerpt
Figure 6 - Calculation of the Net Asset Value[23]
Calculating the net asset value is done by summing up the liquidation value of all non-operating capital and the reproduction value of the operating capital and deducting the value of debt capital. This formula can be seen in the shown figure above.
The advantage of this method is the easiness of understanding, in relation to the small calculation procedures. Furthermore, the values are very precise quantifiable and all data is listed in the balance-sheet so there is no extra value which has to be determined like in the other corporate valuation methods. So, this method serves as approximate value for the lower value limit. On the other hand this method has two mentionable disadvantages. First of all it is not useful for market price determinations because the whole method is related to the past. No future investments, turnovers or debts and no further growth rates are considered as well. Secondly it does not include intangible assets like research and development (R&D), intellectual capital, brands, licenses, patents, etc. furthermore, it is very difficult to value them all.[24]
3.2.2 Liquidation Value Method
In contrast to the net asset value method the liquidation method does not imply the ‘going concern’ principle. Rather it is a valuation method developed for discontinuance of business or restructuring. In difference to the net asset value, the book values out of the balance-sheet are not of importance like the price which the company receives for the liquidation proceeds from a potential buyer.[25]
The liquidation value is calculated by deducting the value of debt capital and the costs of liquidation from the value of the liquidation proceeds.
illustration not visible in this excerpt
Figure 7 - Calculation of the Liquidation Value[26]
In general this value is the lowest value limit which could be calculated for companys’ reverse for the decision makers. Following the pros and cons of the net asset value method, both methods overlap. As well the liquidation method is easy to calculate and to understand, in case that the market price for the liquidation process is known. Negative is again the exclusion of the future development and it is also much more difficult to quantify the corporate value for bigger companies, because each particular position all over the company has to be rated.[27]
3.2.3 Real Options Method
The method of real options is an innovative tool which was developed in the Anglo-Saxon area during the nineties. It is not only used for corporate valuations but also for investments and also for management concepts.[28] The management disposes about future investments and disinvestments which are based on information which they will get in the future. In this way they can react during a running process and influence the cash flows.
The real options method is theoretical easy to use to valuate start-ups, because many of them compose of such options. But this is only theoretical possible, because the complexity of the calculation and also the difficulties with the argumentation in real life makes this method difficult to use.[29]
For valuating a company the real options method cannot be used alone. To get a corporate value the DCF methods are necessary additionally. Beyond it, it is not easy to collect all data for this technique, especially for external people since real options are partly not identifiably. Another disadvantage is the result of such a valuation. Frequently it is too positive and thus increased the corporate value.[30]
The advantage of this method is that it provides a transparent view on the valuation of the value. Besides, it is possible to allocate the risk asymmetric and due to the use of probabilities it is very flexible.[31]
With reference to the topic of this assignment, the authors do not regard this method more in detail. Also the sub-methods ‘analytical method’ and ‘numerical method’ which are mentioned in figure 4 on page 8 should give the reader an overview about the various techniques only. Much more important for the draft at hand is the multiplier method which is described in the next chapter. Both, multiplier and real options method, belong to the relative or mixed valuation methods, which aim the comparative valuation of assets in opposite to a value rated by the market of a comparable company. So the knowledge of comparable markets, particular competitors or comrade-in-arms, is very important for these methods.
3.2.4 Multiplier Method
The principle of the multiplier method is to bring the valuation of a comparable company in relation to special financial ratios of the company which should be evaluated. These financial ratios are for example the earnings before interest and taxes (EBIT), the turnover or the profit. This method belongs to the market approach methods; whereas the discounted cash flow methods are called income approaches because no market value influences the valuation in a direct way.[32]
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Figure 8 - Flowchart for the Multiplier Method[33]
Figure 8 shows a flow chart of the valuation process. First of all, comparable companies have to be identified. This company group is called a ‘Peer Group’. Afterwards, all necessary information will be collected and evaluated. The derived multipliers of all companies were added and aggregated to one multiplier by using the median or mean value. With this value the corporate value could be determined.[34]
Figure 9 describes how such a multiplier is formed. Since it can easily be applied, this is one of the big advantages of this method apart from time and money savings. Furthermore, many markets update their ‘market multipliers’ often, so the only thing to do is to multiply reference value of the company with the multiplier. Adversarial to this method are the facts that the multipliers are often static; they do not consider future developments and capital costs or investments are excluded.[35]
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Figure 9 - Formation of a Multiplier[36]
Just because this method is so easy and flexible and has a good cost-benefit ratio (especially for small- and mid-size companies) it is not advisable for a single use only.[37] The multiplier methods give a first good indication and afterwards a deeper valuation with one of the other methods is necessary.
3.2.5 Discounted Cash Flow Method
Multiples are attractive because of their simplicity, but on the other side they do not particularly take into account the time value of money and only allow for differences in earnings or cash flow growth. The DCF method is a process whereby expected cash flows in the future are discounted by the required rate of return over the period of payment in order to determine their present values.[38] The DCF techniques are the most common used valuation methods – evaluated at least in the year 2004.[39] This does not state that they are the best and only ones, but as well the most used ones especially in the context of international M&As.
Within the DCF method there are three different approaches which can be separated in gross and net methods: The entity method, the equity method and the approach of Adjusted Present Value (APV). All three procedures should provide the same result if the consistent conditions and a future unitary structure of capital exist.[40] The big difference between these three approaches is the use of different cash flows and different discounting factors.
Before taking a look on the variables within the mentioned approaches and the approaches itself, the authors want to describe the allover process for the DCF methods.
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Figure 10 - DCF Valuation Steps[41]
Figure 10 lists six possible steps how to perform the Discounted Cash Flow valuation. Generally these steps could be applied to all DCF techniques. At first the time horizon for the specific forecasts has to be calculated. This concludes a look at the economic and business cycle and here especially be a period of comparative advantages, mainly not longer than five years into the future.[42] Afterwards the value drivers - this means e.g. future sales, operating profits, capital expenditures, taxes, etc. - have to be determined. This is an estimation of historic, current and future ratios whereas also the cash and investment policy plays a big role. Then the residual value has to be specified. At this point a methodology how to determine this value and therefore, the estimate growth rate in perpetuity is required and of importance. Also needed for the calculation is the weighted average cost of capital (WACC), which is described in more detail in chapter 3.2.5.1. Following the cash flows are discounted and after deducting debts, interests, investments etc. (whatever is needed for the three different approaches) the corporate value is determined and has to be validated by another valuation method or checked by a sensitivity analysis. At the end the related financial statements should be prepared. After calculating the future financial statements like the cash flows, a strategy about the capital structure and dividend policy has to be generated.
3.2.5.1 Parameters of the DCF Methods
The DCF techniques use further variables for the calculation. The required ones are described in the following paragraphs. First of all the authors give an overview about the term ‘cash flow’ itself then they describe the ‘beta factor’, the ‘capital asset pricing model’ (CAPM), the ‘weighted average cost’ and the Gordon growth model.
The cash flow itself is a financial key value which is described as operating result in a defined period. Cash flows are past oriented because for the calculation the incomes and outcomes are required. Nevertheless, it is easily possible to assume a future cash flow.
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Figure 11 - Different Cash Flows[43]
Figure 11 gives an overview about three different kinds of cash flows and how they consist. The Net Cash Flow (NCF) and the Free Cash Flow (FCF) are necessary for the calculation of the different DCF approaches. Furthermore, an operating cash flow could be calculated which provides a basis for the others.
[...]
[1] Cf. Capgemini 2006, p. 2.
[2] Cf. E.ON presentation 2007, p. 5.
[3] Ernst/Schneider/Thielen 2006, p. VI.
[4] Publilius Syrus, cf. Forbes.com 2007.
[5] Cf. Tagesschau.de 2007.
[6] “Possible” therefore because till the finalization of the assignment on the 5th February 2007 it was not clear if E.ON took over Endesa.
[7] In the following only ‚Endesa‘.
[8] In the following only ‚E.ON‘.
[9] E.ON presentation 2007, p. 4.
[10] Cf. Mandl/Rabel 1997, p. 28.
[11] Cf. Ernst/Schneider/Thielen 2006, p. 1.
[12] Cf. Spremann 2002, p. 141.
[13] Self created figure, cf. Spremann 2002, p. 140.
[14] Cf. Born 1995, p. 22 et seq.
[15] Self created figure, according to Behringer 2004, p. 31 et seq. and Wiehle et al. 2005, p.18.
[16] Cf. Behringer 2004, p. 31 et seq.
[17] Cf. Wiehle et al. 2005, p.19.
[18] Self created figure, cf. Ernst/Schneider/Thielen 2006, p. 1 and cf. Frère 2006, slide 24.
[19] Cf. Frère 2006, slide 22.
[20] Self created figure, cf. Frère 2006, slide 22.
[21] Cf. Behringer 2004, p. 66.
[22] Cf. Wiehle et al. 2004, p. 62.
[23] Self created figure, cf. Ernst et al. 2006, p. 3.
[24] Cf. Kollmann/Kuckertz 2003, p. 54.
[25] Cf. Wiehle et al. 2005, p.32.
[26] Self created figure, cf. Ernst et al. 2006, p. 4.
[27] Cf. Richter/Timmreck 2004, p. 191.
[28] Cf. Ernst et al. 2006, p. 239.
[29] Cf. Eube 2000, p. 375 et seq.
[30] Cf. Wiehle et al. 2005, p.52.
[31] Cf. Ernst et al. 2006, p. 240.
[32] Cf. Löhnert/Böckmann 2002, p. 403.
[33] Self created figure, cf. Ernst et al. 2006, p. 162.
[34] Cf. Löhnert/Böckmann 2002, p. 407.
[35] Cf. Wiehle et al. 2005, p. 42.
[36] Self created figure, cf. Wiehle et al. 2005, p. 66 et seq.
[37] Cf. Ernst et al. 2006, p. 11.
[38] Cf. Kensey/Stindt 2001, p. 253 et seq.
[39] Cf. Frère 2006, slide 21.
[40] Cf. Wiehle et al. 2005, p. 44.
[41] Self created figure according to Wiehle et al. 2005, Ernst et al. 2006, Kollmann/Kuckertz 2003
[42] Cf. Wiehle et al. 2004, p. 230.
[43] Self created figure, cf. Frère 2006, slide 71.
- Arbeit zitieren
- Dipl. Kfm. (FH); Dipl. B.Inf. (FH) Stefan Kempka (Autor:in), 2007, Corporate Valuation of Endesa, München, GRIN Verlag, https://www.grin.com/document/117697
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