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This case was developed to serve as a foundation for student discussion of the use of contingent forms of payment in M&A. The protagonist in the case represents the buyer, and must design terms of contingent payment (“arnout”) that will protect the buyer if the rosy future does not occur, yet reward the seller if it does. Students are given completed discounted cash flow (DCF) valuations of the target (Digitech) under both the seller's and buyer's forecasts, which reveal a wide gulf in valuation. The protagonist seeks to bridge this gulf through a combination of fixed and contingent payments to the seller. Two different earnout designs are suggested in the case. Students must simulate the value of the earnout to estimate the expected value of this provision from the standpoints of both the buyer and seller.

This case may be taught singly or used as a merger-negotiation exercise with “Daimler-Benz A. G.: Negotiations between Daimler and Chrysler” (UVA-F-1241). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This case may be taught singly or used as a merger-negotiation exercise with “Chrysler Corporation: Negotiations between Daimler and Chrysler” (UVA-F-1240). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

This case is designed for use in JD/MBA programs or in contexts where mutual understanding of legal and financial issues is required. The case focuses on an entrepreneur in the security-software industry who is attempting to raise a first round of financing in October 2000. The firm was unsuccessful in attracting funding from venture capitalists and has relied on a small seed round and bridge loan from angel investors. The angels have now proposed investing $1.4 million in Series A convertible preferred stock. The entrepreneur must decide whether to accept the angel investors' proposal or revisit the issue of seeking venture capital. The case incorporates the Stockholder Agreement for the proposed Series A round, the capitalization of the company after the seed round, and five years of cash-flow projections for the firm. The case can be used in a law-school setting as a contract-drafting exercise and as an introduction to valuation. In a business-school setting, the case can help students understand the complex contract terms associated with a “plain-vanilla” form of venture capital. Valuation can be taught at an introductory level, or it can be made more complex if students are asked to incorporate “what-if” contract conditions into their analysis.

This case study is related to start-up post-listing investment analysis. Through this case study, students will be able to perform the business analysis guided by the Venture Evaluation Metric tool, perform financial analysis using the discounted cash flow methods and perform investment analysis recommendation with justifications from the business and financial analysis performed above.

This case study sets out the study of a scalable start-up, Zomato, which is a successfully listed start-up firm in India. Despite the start-up development success in the pre-listing, the firm has exhibited a continuous unprofitable finance performance in the post-listing and has further experienced a volatile share price performance, both of which have puzzled existing and potential investors. In addition, some analysts are in the opinions that the firm share price valuation have been inflated with overvaluation since in the initial public offering stage and remain traded with overvaluation in the market. Notably, considering the negative indicators mentioned above, investors are concerned about long-term sustainability of the firm business and financial performance. In the context of post-listing investment, the following questions are material to investors: What is the realistic growth trajectory for Zomato in the medium term? What is Zomato’s share fair value in the medium term? Can one see opportunities or risks ahead of investing in Zomato’s shares? What will be the investment strategy for new investors?

This case study is suited to bachelor’s and master’s level in business schools studying entrepreneurial finance analysis.

Teaching notes are available for educators only.

CSS 1: Accounting and finance.

This case should be paired with textbook chapters that cover the important roles of leadership, staffing and corporate culture in the strategy implementation effort. The case can also be used to review textbook chapters covering competitive and industry analysis, differentiation strategies, goal setting and financial analysis. In advanced courses, readings on leadership and corporate social responsibility should be assigned to inform debates regarding Vasu’s style and his commitment to creating shared value. Alternatively, instructors in retail management courses could assign readings that investigate the linkages of human resource management, service quality and other behaviors to optimal supermarket performance.

The authors revised this case and Teaching Noes from an MBA student case writing project in Fall 2017. The student conducted focus groups with Pacific Market’s consumers, worked with Vasu and his consultant, Tom Scott, a former CEO of a local grocery chain, supplemented with secondary industry research and demographic information about the cities of Sebastopol and Santa Rosa. Meetings to develop the company mission statement and long-term goals took place over Fall 2017. Tom provided the operating information and trade area analysis used in the case, and Vasu provided financial statements and background information.

After a career as a turnaround specialist for Silicon Valley high-tech startups, Vasudev Narayanan (Vasu) acquired Pacific Market, a two-store chain in Sonoma County, California, in 2013. By Fall 2017, rival local chains had expanded, online vendors threatened in-store shopping, the Amazon-Whole Foods combination threatened disruption, and consumers increasingly insisted on “buying local.” Vasu aimed to grow revenues 50 percent by 2020, and fund Good Karma Foundation, a charity in his native India. Strategies to achieve these objectives included infrastructure investments, employee profit sharing, changing the mix of products and amenities or finding a buyer for the operation.

The Pacific Market case is intended for undergraduate or MBA-level strategic management courses. The case pairs well with coverage of how leaders approach the strategy implementation effort, a topic typically introduced toward the end of the course. The case gives students practice in applying strategy formulation concepts and frameworks, e.g. PESTEL analysis, Porter’s industry forces, key industry drivers, strategic group mapping, SWOT analysis, corporate social responsibility and financial ratio analysis. Instructors might also use this case to cover similar material in retail management courses. The case is highly suitable as a written assignment for an examination and/or for team presentations.

In the (A) case, Jason Phillips, Chief Financial Officer of a soup manufacturing business, is given the task of maximizing the value of the firm twelve months after the case is set. Although he does not want to break any legal rules, Jason is interested to see whether accounting and real action choices can be used to enhance the company's financial position and increase its perceived value to investors. The case permits him to select from a menu of options, including decisions on product pricing, inventory levels, accounts receivables, leasing or purchasing a new machine and valuation or sale of securities. These choices are fed into an Excel spreadsheet which adjusts financial projections and accounting disclosures accordingly.

In the (B) case, Ben Kerr, Chief Investment Officer at one of Dragon's main competitors, considers the financial statements produced by Dragon to unravel any earnings management behavior and establish a true value for the company. Although the case can be focused on the accounting consequences of real decisions, a richer discussion is obtained when considering the ethical angles of the decision process. In particular, how much “earnings management” should be pursued and what types of behaviors are simply going to be unraveled by investors?

Students will explore: the concepts of “legal” earnings management as compared to true value optimization; whether sophisticated investors misled by such behaviors; and the management of information flows to investors.

Set in May 2000, these cases reflect the separate perspectives of the CEOs as they approach the negotiations of TSE International to acquire Yeats Valves. The task for the student is to complete a valuation analysis of the target and buyer, and to negotiate a price and exchange ratio with the counterparty. Each case contains a financial forecast only for that side; therefore, an important element in the negotiation is to obtain the private information of the other side, analyze it, and successfully negotiate terms of acquisition. The cases are relatively simple, and are offered as a first exercise in the valuation of the firm, and negotiation of an acquisition. They may be taught singly in usual case-discussion fashion, or combined into a joint-negotiation exercise where students are assigned parts to play. Used in a bilateral bargaining exercise, two teams of students are designated, each team representing one side of the negotiation and receiving a case designed for that team. The bargaining exercise provides a particular opportunity for joint teaching among instructors in finance, strategy, human behavior, and negotiation.

Set in May 2000, these cases reflect the separate perspectives of the CEOs as they approach the negotiations of TSE International to acquire Yeats Valves. The task for the student is to complete a valuation analysis of the target and buyer, and to negotiate a price and exchange ratio with the counterparty. Each case contains a financial forecast only for that side; therefore an important element in the negotiation is to obtain the private information of the other side, analyze it, and successfully negotiate terms of acquisition. The cases are relatively simple, and are offered as a first exercise in the valuation of the firm and negotiation of an acquisition. The case may be used to pursue some or all of the following teaching objectives: 1) Exercise valuation skills. 2) Exercise bargaining skills. 3) Illustrate practical concerns about mergers and acquisitions.