Executive Summary
In the Case study, Cooper Industries is trying to acquire Nicholson File Company. However, there are two other companies that are interested in Nicholson as well: VLN Corporation and H.K. Porter Company. In 1971, VLN together with Nicholson management constructed a deal that, however, didn’t get the support from the majority of common stockholders.
After having done a discounted cash flow analysis, I determined that Nicholson stock is undervalued. Also, Nicholson seems to be a good strategic fit for Cooper. Therefore, Cooper could acquire Nicholson on friendly terms with a relatively large premium to attract the majority of the shares needed. The problem for Cooper is to determine how best to acquire Nicholson and
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In general, it is crucial to consider the effect of acquisitions on EPS as a significant, or enduring dilution of EPS will harm the corporation’s performance significantly.
6.
I do recommend a loan as capital preferred financing structure. This use of debt rather than equity financing for the acquisition of Nicholson causes a higher return on equity, as well as an increase in the efficiency of existing capital structure. Also, there are tax advantages to be realized through debt financing (tax shield). The ultimate goal would be to maximize shareholder value and this can be supported through a lower WACC resulting from a higher leverage (as effect outweighs increase of risk). The interest on debt is tax deductible resulting in a higher Net Income and, thus, EPS.
Nicholson management had accepted an offer from VLN Corporation using convertible stock but rejected a cash offer from H.K Porter. Nicholson may not want cash for their company. If that was the case, Cooper would need to offer cumulative convertible stock.
7.
With an exchange ratio of 2, about 78% of the new firm would be owned by Cooper. The relatively high exchange ratio would result in a severe reduction of control to Nicholson’s shareholder (22%). Under the given circumstances with an exchange ratio of 2, the acquisition premium for paid would be $ 14 per share. The minimum synergies required that this offer makes sense would be $ 8.18 Mio. Given my synergy valuation from
In the case of Mike Smith, I believe that both Dr. Carter and Dr. Green made correct initial predictions of Mike’s injured area. I became more convinced that Mike’s symptoms were due to damage of both the brain and spinal cord especially after examining his summary of diagnostic testing results. The reason I say the brain is damaged is because, although his speech, counting, memory, and organization of thoughts are not affected, his vision is. Therefore, the section in Mike’s brain that is responsible for vision, the Thalamus, was clearly affected by the accident. Plus, the sensation in his touch and temperature did not disappear completely but they definitely declined. Other than this, I believe the rest of his conditions were due to damage
1. Was Borg-Warner’s Industrial Products Group a good candidate for a leveraged buyout in 1987? Evaluate the price paid and the structure of the deal that closed in May 1987. Are you optimistic about BW/IP’s prospects?
For this assignment, purchase and read the case file “Harnischfeger Corp.” You can purchase the reading from Harvard Business Publishing Web site. After reading the case, answer the questions on page three of this document. Submit your assignment by the end of Week 2.
In Energetics meets Generex negotiation, I was acting as a Chief Operating Officer (COO) for Energetics Corporation and my opponent and my classmate Chace Eskam was acting as a COO of Generex Corporation. In this deal, as a COO I was supposed to sell the Wind energy division of the Energetics to Generex. Energetics Corporation was in desperate need of cash due to bankruptcy. Another hurdle was that I could not sell three different locations of Wind plants individually. My company needed cash within three months with no additional terms added to this deal. My another best alternative was to sell all the assets of Wind Energy division to generate some cash if deal with Generex fails in this negotiation. Our negotiation went on for 15-20 minutes during class time and deal was set in $247 millions. My opponent Chace was very tough in this negotiation to deal. He was very prepared with facts and numbers before he came to the table. My opponent asked me lot questions such as the depreciation of the property, equipment’s life, taxes etc. After having lot of discussion we ultimately came to the conclusion that Generex will pay Energetics $247 million right away in cash to purchase Wind Energy division from Energetics.
The increase in the stock price of Scottish Power plc and Berkshire Hathaway indicate a market approval for the acquisition and created value for both buyers and sellers.
The company position is strong enough so its better that company should use debt financing instead of equity financing.
Brownsville, Texas the city located on the border with Mexico also known as on the border by the sea. The poorest city in Texas became a target for a homicide that impacted the family and including the community.
According to our calculations Cooper Copper has an optimum bargaining position because they can offer up to $60.13 (at a 4% growth estimated rate) for it’s the stock in order to acquire the majority its shares. Porter 's offer of $42.00 per share failed to get the majority of shares need to acquire control. VLN 's offered to honor the price of $53.10 for preferred shares. This is the share value that speculators and stockholders would hope to obtain although the actual offer could end up to be much less. According to our calculations and analysis the best possible offer Copper can offer up to $60.13 (at a 4% growth estimated rate) per share for Nicholson stock.
From an economic standpoint, the Collinsville proposal is not attractive due to a negative NPV. This acquisition will devalue of the firm by $ 1.8 million and will provide a 12.86% IRR which is below WACC for Collinsville plant. Namely, expected return of the project will not satisfy estimated risk. Thus, Dixon should not invent in the plant and is recommended to research other alternative projects if possible. In more competitive market, easier entrants can push any economic revenue down to “zero.” The sole reason why the firm decides to enter the competitive market is to take alive economic revenue. For this Collinsville plant, there is no economic driver for Dixon to enter the market with the acquisition.
4. Consider the Worldcom-MCI merger and the Qwest-US West merger. Trying to avoid hindsight bias, should the board of MCI and US West have accepted these offers? What is the obligation to shareholders? Was that obligation fulfilled? What about WorldCom and Qwest? Did their shareholders benefit?
Analysts estimate that the $80 million in cost saving could be realized after the acquisition , however certain other costs associated with the integration approximately $130 million would occur .Hence, I take these cost savings and integration costs into consideration for the with-synergies valuation. Incorporating the effects of 80million cost savings for the merged firm (to be achieved by end of 2007 and assumed to incur in perpetuity then on) and 130 million integration costs (half of this accounted at the beginning years) in the estimated EBITs for Torrington, a new horizon value is estimated, the new FCF is discounted by acquiring company’s WACC 8.39%. Torrington company’s with- synergies valuation $1386.38 million exceeds the value as a stand-alone entity by approximately $286 million. sheet2: With-synergies Valuation of Torrington-DCF Method.
To resolve the ownership situation of Midwest Lighting, (MLI) Inc Peterson and Scott have to sit down with their financial managers, evaluate the company and then decide that one of them will buy out the other from the company. And with the history of the company having being formed with Peterson’s father, it would be prudent that Jack Peterson be given the opportunity to buy out Scott from the company since his family only joined in years after the Petersons had started it and bought out Julian Walters.
Managers of an acquiring company anticipate cost savings pretax of $50 million in the first year of the deal and $100 million the next and that thereafter the savings would grow @ inflation, 2%. Marginal tax rate is 30%. The firm must invest $1 billion to achieve these savings and starting in the third year must spend 5% of the pre-tax savings to sustain the rate of savings. As part of rationalization of operations, some assets will be sold generating a positive cash flow of $20 million net of tax in years 1 and 2 and $10 million in year 3. The analyst judges that these costs savings are rather certain, reflecting a degree of risk consistent with the variability in the firm’s
According to the case, there are stock price changes for Berkshire Hathaway and Scottish Power plc on the day of the acquisition announcement. Also, the bid price for PacifiCorp is $9.4 billion. After knowing this announcement, Berkshire Hathaway’s Class A shares price went up and make them gained in market value $2.17 billion. In Berkshire and other investors’ point of view, After Berkshire takeover PacifiCorp, it might have a good development and future so that the stock price went up. Berkshire believed that PacifiCorp can have good earning returns in the future. The intrinsic value is more valuable than its cost so they are willing to pay $9.4 billion to acquire.
The announcement from A-1 Holdings Company for a hostile takeover made National Brands’ management worried. The CEO of the National Brand, Bill Hall, the chief operating officer, Tom Straw, the chief financial officer, Doris Faraday, and Stan Lindner from public relation all sat down and discussed on this particular problem. So far, A-1 Holdings had already bought 5 percent of National Brand’s outstanding shares and made offer for the rest at 7 1/8 over market, which was $55 per share. For Bill Hall, the head of A-1 Holdings, Kelly O’Brien was a bad guy who might just want to take over the company and make his employees miserable. Tom Straw then suggested the poison pill approach to defense the takeover but the idea was doubted by Stan because it did not seem good for the company. Doris, after working with her numbers, proposed her Pac Man defense idea. The Pac Man defense approach meant making counter offer to buy A-1 Holdings at $17 a share. She believed with National Brands’ strong financial position, it is highly possible that this defense would work. Bill agreed with this idea and started to have his people working on analyzing the details of this approach.