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Abstract

In December 1997 the CEOs of Union Bank of Switzerland and Swiss Bank Corporation are evaluating the proposed terms of merger of their two firms. This transaction promised to change the competitive landscape among commercial banks, investment banks, and asset managers, not only in Europe, but also globally. The case relates the strategic pressures toward consolidation in the global financial services industry, the histories of the two firms, the prospective economic benefits of merger, and the terms of merger. The tasks for the students include: 1. Strategic assessment. Students must evaluate the forces of change in the industry and why a combination of these two firms might dominate strategic alternatives. 2. Economic and valuation analysis. Students must appraise the economic consequences of the proposed deal from the standpoint of shareholders of the two firms. At the heart of this analysis is a careful valuation of proposed synergies. The size and sources of the synergy values are particularly instructive. 3. Deal structure analysis. Students must summarize the terms of the combination from the standpoints of appropriateness and fairness. In particular, this deal was structured as a ''merger of equals'', with a low acquisition premium, sharing of power, and blending of the two sides. Whether such a structure was more appropriate than an outright acquisition is an important point of instruction in the case. 4. Communication strategy. Finally, students should address the challenges of how to present the deal to the various constituencies of the two firms: shareholders, regulators, customer, and employees.

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Abstract

In December 1997 the CEOs of Union Bank of Switzerland and Swiss Bank Corporation are evaluating the proposed terms of merger of their two firms. This transaction promised to change the competitive landscape among commercial banks, investment banks, and asset managers, not only in Europe, but also globally. The case relates the strategic pressures toward consolidation in the global financial services industry, the histories of the two firms, the prospective economic benefits of merger, and the terms of merger. The tasks for the students include: 1. Strategic assessment. Students must evaluate the forces of change in the industry and why a combination of these two firms might dominate strategic alternatives. 2. Economic and valuation analysis. Students must appraise the economic consequences of the proposed deal from the standpoint of shareholders of the two firms. At the heart of this analysis is a careful valuation of proposed synergies. The size and sources of the synergy values are particularly instructive. 3. Deal structure analysis. Students must summarize the terms of the combination from the standpoints of appropriateness and fairness. In particular, this deal was structured as a ''merger of equals'', with a low acquisition premium, sharing of power, and blending of the two sides. Whether such a structure was more appropriate than an outright acquisition is an important point of instruction in the case. 4. Communication strategy. Finally, students should address the challenges of how to present the deal to the various constituencies of the two firms: shareholders, regulators, customer, and employees.

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