DRAFT
CB&I Acquisition of The Shaw Group: Prospectus Analysis and Opinions
From Shaw’s Side of the Table
by
Ethan G. Vesling
April 2015
Abstract
In this paper, I begin by describing and assessing the different criteria financial analysts within Fortune 500 companies use to evaluate merger success and acquisition rationale. I also discuss what these strategies can imply about the sources of gains and losses on each company’s stock price, and the factors that drive merger success in the long run. I then discuss the firsthand evidence of this merger and acquisition by examining transaction details from both parties and transitioning into an analysis of CB&I’s strategy for post-merger integration. Finally, I discuss the implications of
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Shaw was a leading provider of EPC services to the energy sector with a focus on power generation, which according to Mr. Bevan was attractive to CB&I because it complemented its resources and standing as a builder of energy infrastructure projects for the hydrocarbon sector (Site Resource). It was interesting to hear Mr. Bevan’s analysis of the transaction because you could in his eyes the passion he displayed for the accomplishments of the company, as well as, his emotional connection to the firm and sadness that it was only now just history. Another guest speaker this semester, Jacques Waguespack of Preservation Title, LLC stressed the importance of a mentor on career development, especially to debate future trends and develop experience. He stated that experience is worth 1000x your starting salary. This is something Mr. Bevan echoed. He was quick to point out the trust form superior leaders is gained through building relationships, prioritizing goals and executing your work to your fullest potential. All those lessons were apparent as he continued to share his story of the Shaw Group acquisition.
Mr. Bevan was very proud to share that the resultant company of the merger resulted in 50,000 CB&I employees around the globe. The company was now a dominant player and was able to provide clients with a wide
“A progressive success story.” Mallaby offers a few words from Jason Furman of New York University in description of the company so many know as
Merger motives that are questionable on economic grounds are diversification, purchase of assets below replacement cost, and control. Managers often state that diversification helps to stabilize a firm's earnings and reduces total risk, hence benefits shareholders. Stabilization of earnings is certainly beneficial to a firm's employees, suppliers, customers, and managers. However, if a stock investor is concerned about earnings variability, he or she can diversify more easily than the firm can. Why should Firm A and Firm B merge to stabilize earnings when stockholders can merely purchase both stocks and accomplish the same thing? Further, we know that well-diversified shareholders are more concerned with a stock's market risk than with its total risk, and higher earnings instability does not necessarily translate into higher market risk.
In this chapter, we first provide coverage of expansion through corporate takeovers and an overview of the consolidation process. Then we present the acquisition method of accounting for business combinations followed by limited coverage of the purchase method and pooling of interests provided in a separate sections.
The goals of mergers range from reducing the number of competitors, to access of new products (Belcourt et al., p 330). Statistics show that 80% of new product developments fail (Howells, 2011), partly due to challenges and conflicts with human resources functions. Mergers and acquisitions are the fastest way to enter new markets. “It is estimated that 1/3 of all mergers fail due to faulty integration of diverse operations and cultures,” (Chhinzer, 2013). Therefore, the success of a merger or acquisition lies in the ability to guide, motivate, retain, and effectively use
According to the researchers the increased value results from an opportunity to utilize a specialized resources which arises solely as a result of the merger (Jensens & Ruback, 1983; Bradle, Desai and Kim , 1983). For creating operational and financial synergies managers believe that two enterprises will be worth more if merged than if operates as two separate entities. Thus, the two companies, A and B:
A merger is a partial or total combination of two separate business firms and forming of a new one. There are predominantly two kinds of mergers: partial and complete. Partial merger usually involves the combination of joint ventures and inter-corporate stock purchases. Complete mergers are results in blending of identities and the creation of a single succeeding firm. (Hicks, 2012, p 491). Mergers in the healthcare sector, particularly horizontal hospital mergers wherein two or more hospitals merge into a single corporation, are increasing both in frequency and importance. (Gaughan, 2002). This paper is an attempt to study the impact of the merger of two competing healthcare organization and will also attempt to propose appropriate
BJB-NA recognizes that its future success hinges on one important factor: its clients. Our consulting firm wants the Company to further expand and impact its clients beyond what Adam has already planned. Our approach is a client-centric strategy that focuses on two key initiatives: (1) Aggressively recruiting top talent to enhance client acquisition and performance (2) Overhauling the
The employees of the RB company have been working greatly and putting a lot of effort to be a stable company and ultimately grow into a successful company. This report will show the companies past activities and if they have been completed successfully. Moreover, this report will also include our future goals and perspectives.
We have grown into a company infrastructure that can house more than 200+ members in its workforce and is still expanding. Our strength lies
Mergers have become the way to go in the current climate of instability due to the recession. Since more and more companies are now showing the openness and eagerness towards mergers to enhance the business or to achieve stability, the issues associated with mergers are ever so under scrutiny than ever before.
In the acquisitions and mergers of companies, there are several financial ratios that are essential to consider. These financial ratios give clear pictures of the financial position of the parent company and the company that is to be acquired. The financial ratios indicate whether a company is in a financial position to acquire a new company, and whether it would be in the best interest of the parent company to acquire the new company. It is also important to note that an accurate indication of the strength of a ratio is dependent on industry average, competitors ratios and the historical ratios of the respective companies. These financial ratios are discussed below.
Issues investigated in this report will be discussed neutrally and objectively. However, there are still numbers of limitations in this report due to many factors. First of all is the biasness of the information collected from the interview of employees in the company. These information may not be neutral and trustworthy; or even misleading. Also, lacking of time is another limitation of this report. Since this consulting report is conducted within a limited time, the consultant cannot address all issues but major points preventing the merger goes smoothly. In addition, financial issues, which can also be a factor
Transition: Now that we understand how the company started let’s take a look at how it grew during the early
Arnell wasted no time in diving into the company’s history through various meetings and conferences. These conferences were a great opportunity for the different branches of Clayton in Europe to come together and advise each other as to best and worst business practices in the region, exchange new ideas, and collaborate on solutions to shared fears.
In our analysis we used a short-horizon model, meaning that we chose a window of 4 months before the merger was announced and 4 months after the actual merger was completed, and studied the security prices of the merging companies and their rivals over that time period. We then decided to use a 3 day event window, CAR [-1,1] first used by Andrade, Mitchell and Stafford (2001), in which the event occurred on the 2nd day within that time frame. To do this, we used a market model to derive the relationship between the stock price of the firms and our chosen index, the Standard and Poors 500. At this point we also examined changes in the R&D intensity between companies that received a second request and or complaint, and those that did not over the following 4 month period.