چرا ارزش بنیادی برای مدیران بسیار حیاتی و مهم است؟

Fundamental value for a firm is that range of value based upon the present value of estimated future cash flows. Fundamental value and market value may differ. Where market value is above fundamental value, the firm may create wealth from judiciously timed equity issues to parties who are currently non-shareholders, particularly in takeover situations. Where market value exceeds fundamental value, return of surplus funds should logically be via a special dividend rather than a share repurchase. Where fundamental value per share exceeds market value per share, the firm may create shareholder value for continuing equity investors by timely buybacks.

Why did Marconi pay cash, rather than shares, in its acquisition of US high technology companies? Why did France Telecom do much the same in its programme of high tech acquisitions? Why did advertising giant WPP fund its 2001 acquisition of Tempus with cash as opposed to offering its equity as consideration? Why did Rentokil Initial undertake a share buyback programme? And why did Cable and Wireless do the same? Not all of these financing decisions are examples of logical managerial tactics. We conclude that two appear to fall into the creditable category and three are examples promising value destruction for shareholders who continue to hold the shares of the firms concerned. Why do we reach these conclusions? Because we apply the ideas of fundamental value to takeover financing and share buybacks.

In this paper, we argue that boards of directors need to be aware of the unbiased range of fundamental value for their firms. Without this insight, we maintain that they cannot pursue a logical financial strategy. Admittedly, as circumstances change (such as the divestment of a business) so may fundamental value per share alter. Fundamental value and market value may differ. This may be due to less than efficient stock markets or to inside information. Where these discrepancies occur and market value is above fundamental value, the firm can create potential value from judiciously timed equity issues to parties who are currently non-shareholders, particularly in takeover situations. Where market value per share exceeds fundamental value per share, return of surplus funds should logically be via a special dividend rather than a share repurchase. It is possible to transform an apparently negative net present value acquisition into positive territory (at least as far as the position of the equity shareholders is concerned) by the issue of overvalued shares to vendors. Of course, this is not possible when financing a takeover with cash. A share may be overvalued but one euro of cash is worth precisely one euro, neither more not less.