Research Expert:	Raskin, David Corporate Earnings Research Connect, Inc.
Report Title:	SWOT Analysis of Proposed Tyco (TYC) and Brink's Home Security (CFL) Acquisition
Report Summary:	Length: 50 to 60 pages Receive 15% off all pre-orders! Release Date: February 25, 2010 Focus: Tyco (TYC) and Broadview Security(CFL) Table of Contents Section 1 Key Highlights and Interpretation 1. Motivation Behind The Transaction 2. Critical And Urgent Issues 3. Market's Reaction To The Deal 4. Probable Major Regulation Issues 5. Target Company Intellectual Property Analysis 6. Danger of Litigation 7. Expected Synergies To Be Realized 8. Debt and Balloon Payments 9. Law Suits 10. SWOT Analysis of Merger 10.1. Strengths for the Parent 10.2. Weaknesses 10.3. Opportunities 10.4. Threats 11. Positives of the M&A 12. Negatives of the M&A 13. Overpayment Analysis 14. Share price analysis 15. Assessment of Strategic Fit 16. Management overview 17. Impact on Major Stakeholders 18. Valuation 19. Conclusion Section 2 - M&A SWOT Report and Analysis 1. Transaction Overview 2. Background of Merger 3. Assessment of Risk Factors Section 4. Assessment of Transaction 5. Assessment of The Market Place 6. Expected Synergies 7. Valuation 8. Conclusion Abstract 1. Section 1 - Key Highlights and Interpretation 1. Motivation Behind The Transaction � Parent company's expectations and reasons for buying. � Target's reasoning for selling. � Research Connect opinion on the deal. 2. Critical And Urgent Issues � Transaction impact on stock price. � Expected stock price for the near future, and whether it is a BUY/SELL for investors. � Research Connect near future forecast of probable scenarios. � Major short term and long term risks for the Parent company. � Probability and effect of each risk. � Critical Success Factors for the transaction to be a success. � Potential for internal self destruction 3. Market's Reaction To The Deal � Market's perception of the transaction. � Accuracy assessment of the perception. � Explanation of the effect this perspective will have on the company. 4. Probable Major Regulation Issues � Evaluation of antitrust issues. 5. Target Company Intellectual Property Analysis � Relevance of the IP for the Parent company. � Importance and value of the IP. � Expected use and utilization of the IP. 5.1. 6. Danger of Litigation � Expected litigation from this deal. � Evaluation of the probability that shareholders will sue for a higher valuation 7. Expected Synergies To Be Realized � Effect on supplier cost to the company. � Likelihood of excessive redundancy and goodwill. � Internal talent to be acquired � Evaluation of how successful the overall integration of assets, culture, and resources will be. 8. Debt and Balloon Payments � Current level of debt and credit risk. � Expected amount of debt after transaction. � Opportunities to decrease debt and to hold ranking. 9. Law Suits � Recent and Ongoing Lawsuits for Target/Acquirer. � Expected results from law suits � Potential effect of law suits on Target/Acquirer 10. SWOT Analysis of Merger 10.1. Strengths for the Parent � Competitive advantages created by the M&A. � New capabilities derived from the M&A. � Unique selling and marketing points. � New resources, assets, and IP. � Affect on the brand image. � Margin improvement and operational efficiencies. � Improved distribution chain. � New pricing strength, higher value, and improved quality. � Customer base 10.2. Weaknesses � Weaknesses of Target that will carry over. � New weaknesses of combined company. � Target loss of competitive strengths through the M&A � Gaps in core capabilities � Historical Financials � Continuity, and supply chain robustness � Effects on core activities, distraction. � Morale, commitment, leadership. � Increased internal risk � Greater exposure to outside risks 10.3. Opportunities � Extended reach into new markets � Exposure of key competitors' vulnerabilities. � Trends that can now be capitalized on. � Applicable technology developments and innovation � Global influences � New product development 10.4. Threats � Risk of divestment and need to sell. � Regulation and legislative effects. � New technology developments � Poor market perception. � Higher degree of competition � Lack of market demand � Economic environment 11. Positives of the M&A 12. Negatives of the M&A 13. Overpayment Analysis � Multiple � Stock price � Parent and Target's reasoning behind valuation � Parents reasoning behind price per share � Research Connect valuation � Research Connect expected share price 14. Share price analysis � Impacting factors on the stock price 15. Assessment of Strategic Fit � Culture fit � Management fit � Investment/Product/Service Portfolio fit 16. Advocates/Detractors for the merger � Advocates and their potential gains � Detractors and potential gains � Profiles 17. Management overview � New management and Board of Directors � Past successes and history of each management member 18. Impact on Major Stakeholders � Buyers � Investors � Debt Holders � Additional Parties To Be Affected � Expected Affects on Stakeholders 19. Valuation � Financial Analysis of Acquirer � Financial Analysis of Target � Changes In Cash � Changes in Market Cap � Changes in Debt � Assessment of Financial Condition Post Merger � Stand Alone Value � Synergetic Value 20. Conclusion � Merger Price Assessment � Fairness Opinion Assessment � Expected Financial Condition of Acquirer Post Merger Section 2 - M&A SWOT Report Analysis 1. Transaction Overview 1.1. Companies Involved 1.2. Date of Merger 1.3. Fairness Opinion 1.3.1. Party Used for Fairness Opinion 1.3.2. Date Fairness Opinion was Paid For 1.3.3. Date Fairness Opinion was Written 1.3.4. Amount of Days Before/After Merger was Complete 1.4. Stated Value of Transaction 1.5. Deal structure 1.5.1. Cash, Stock, Preferred Stock, Warrants 1.5.2. Earn- out Component, Target Based Deferred Consideration, If Any. Quantum and Targets for Such Covenants 1.5.3. How much of Goodwill and Intangibles Booked 1.5.4. How much of Charges (e.g. In-process R&D, Restructuring etc.) Taken Related to the Transaction 1.5.5. How much of Debt and Cash Taken thru the Acquisition of Target 1.6. Transaction Funding, Specifically, If There is any Debt Funding Involved 1.7. Fees 1.7.1. Fees Charged 1.7.1.1. Paying Party 1.7.2. Termination Fees 1.7.2.1. Termination Fee to the Acquirer 1.7.2.2. Termination Fee to the Investment Bank 1.8. Acquiring Company 1.8.1. Background 1.8.2. 1-Year Stock Performance 1.8.3. Products and Services 1.8.4. Subsidiaries 1.8.5. Past M&A Transactions 1.8.5.1. List of M&A Transaction in the Past 5 Years 1.8.5.2. ROI of Past Acquisitions; Did the Acquisitions Resulted in Net Accretion to Shareholders Value 1.8.5.3. Goodwill and Intangible Impairments out of Goodwill Created through Past Acquisitions 1.8.6. Ownership Structure 1.8.7. Executive Biographies 1.8.8. Analysis of the Reason for Purchase 1.9. Company Acquired 1.9.1. Background 1.9.2. 1-Year Stock Performance 1.9.3. Products and Services 1.9.4. Subsidiaries 1.9.5. Past M&A Transactions 1.9.6. Ownership Structure 1.9.7. Consideration Received by Stockholders 1.9.8. Executive Biographies 1.9.8.1. Ownership Percentage 1.9.8.2. Interests in the Merger 1.9.8.3. Assessment of How Well Executives Interests Align With Target (Acquiring ??) Company Shareholders. 1.9.8.3.1. How Target's Key Management Personnel Accommodated in the Merged Entity 1.9.8.3.2. With Earn-out or Otherwise, How Their Incentives were Aligned with Merged Entity Interest 1.9.8.3.3. Compensation, Retention Plan for the Target's Key Management 1.9.9. Analysis of the Reason for Selling 2. Background of Merger 2.1. Key Facts Discussed Between Parties 2.2. Specific Conditions From Either Party 2.3. Primary Areas of Negotiation 2.4. Recommendation of the Target's Board of Directors and Its Reasons for the Merger 2.4.1. Assessment of Strategic Fit 2.4.2. Negative Risk Factors Discussed Concerning the Merger 2.4.2.1. Potential Outcome from Each Risk 2.4.3. Key Risks not mentioned 2.4.3.1. Potential Outcome from Each Risk 2.4.4. Interests of Executive Officers and Directors of Target in the Merger 2.4.4.1. Target Companies Executive Employment Post Merger 2.4.4.1.1. Potential Gains for Each Executive. 2.4.4.1.1.1. Option Assessment 2.4.4.1.1.2. Payout Options and Amounts 2.4.4.1.1.3. Payout for Restricted Stock 2.4.4.1.1.4. New Bonus Plans 2.4.4.1.1.4.1. New Bonus Plan Compared to Bonus Plan Pre-Merger 2.4.4.2. Overall Monetary Gain For Each Executive 2.5. Acquirers Reason For Merger 2.5.1. Assessment of Strategic Fit 3. Assessment of Risk Factors Section 3.1. Questions Not Asked 3.2. Numbers Not Mentioned 3.3. What Investors Should be Aware Of 4. Assessment of Transaction 4.1. Closing Price per Share 4.2. Effect on the Brand 4.2.1. Acquirer 4.2.2. Target 4.3. Effect on The Products 4.3.1. Acquirer 4.3.2. Target 4.4. Law Suits 4.4.1. Recent and Ongoing Lawsuits for Target/Acquirer 4.4.1.1. Expected effect on the Acquirer 4.4.1.2. Merger Effect on Major Lawsuits. 4.5. Key Employees 4.5.1. How Will They Be Retained 4.5.2. What Would the Affect be If They Left 4.6. Integration 4.6.1. Expected Difficulties 4.6.2. Likelihood of Successful Integration 4.7. Expected Regulatory Issues From Merger 4.8. Merger Cancellation 4.8.1. Effects on Acquirer 4.8.2. Effects on Target 5. Assessment of The Market Place 5.1. Market Place View Towards Transaction 5.2. Major Stakeholders 5.2.1. Buyers 5.2.2. Investors 5.2.3. Debt Holders 5.2.4. Additional Parties To Be Affected 5.2.5. Expected Affects on Stakeholders 5.3. Affects on Product Demand 5.3.1. How Acquirer Product Will be Affected 5.3.1.1. Critical Success Factors for Continued/Improved Product Demand 5.3.2. Expected Affect on Target Company's Products 5.3.2.1. Critical Success Factors for Continued/Improved Product Demand 6. Expected Synergies 6.1. Assessment of The Benefits of the Combined Company 6.1.1. Critical Success Factors 6.1.1.1. Margin of Safety and Room for Error 6.1.1.2. Threshold for Critical Success Factors 7. Valuation 7.1. Financial Analysis of Acquirer 7.2. Financial Analysis of Target 7.3. Changes In Cash 7.4. Changes in Market Cap 7.5. Changes in Debt 7.6. Assessment of Financial Condition Post Merger 7.7. Stand Alone Value 7.7.1. Acquirer 7.7.2. Target 7.7.3. Valuation Methods Used 7.7.3.1. Market Approach 7.7.3.2. Income Approach 7.8. Synergetic Value 7.8.1. Valuation Methods Used 7.8.1.1. Market Approach 7.8.1.2. Income Approach 8. Conclusion 8.1. Merger Price Assessment 8.2. Fairness Opinion Assessment 8.3. Expected Financial Condition of Acquirer Post Merger 8.3.1. Major Factors in Financial Condition Outlook 8.3.2. Expected Stock Price
Report Date:	Wednesday, February 03, 2010
Report Price:	$990.00 $841.50 (15% Discount)
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