LETTER TO MA CLASS -- February 13, 2004

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					                 LETTER TO M&A CLASS -- February 13, 2004

I hope that you are all now following Comcast’s announcement on Wednesday that
it will tender for the Walt Disney Company. This hostile bid launches what might
result in one of the ten biggest M&A deals ever. We will track this deal (along with
the more “mature” bid by ORCL to acquire PSFT) for the rest of the course and
will be discussing all aspects of takeovers in class on March 22 nd.

Since we are at the beginning of the CMCST – DIS saga, please take time to read the
letter from the Brian Roberts (CMCST CEO) to Michael Eisner (DIS CEO)
available on our Blackboard site and the class website

When we meet again on February 23 rd, we’ll discuss these two ongoing hostile
takeovers and the move into the acquisition process. In class, I plan to focus on
alternative valuation techniques as an understanding of these will be useful for the
Cooper Industries, Inc. case. The assigned HBS article “Are You Paying Too Much
For That Acquisition” will tie in well with our valuation discussion. If you do not
have access to the optional textbook for this course, try to find another resource
discussing M&A valuation techniques especially the comparable companies,
comparable transactions and the DCF spreadsheet approaches.

The other assigned readings provide a basis for structuring an M&A strategy (“Not
All M&As Are Alike – and That Matters”) and a “best practices” model for
integration of acquisitions (“Making the Deal Real: How GE Capital Integrates

As mentioned above, our Blackboard site is now operational and this class letter and
related materials are on it. The website (which essentially duplicates Blackboard)
may not be up-to-date for a few more days.

Best wishes for a great Valentine’s/President’s Weekend and look forward to seeing
you on February 23rd.


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