Case: Cooper Industries. Inc.1 Mergers and Acquisitions Cooper Industries. Inc Company Background Organized in 1919 as a manufacturer of heavy machinery and equipment A leading producer of engines and massive compressors in mid-1950s Heavy dependence on sales to the gas and oil industries Financial strength is attractive Acquisition made by Cooper Ind. Inc Between 1959 and 1966 it acquired (1)A supplier of portable industrial power tools (2)A manufacturer of small industrial air and process compressors (3)A maker of small pumps and compressors for oil field operations and (4)A producer of tire-changing tools for the automotive market In 1969 The Crescent Niagara Corporation( It has high quality wrenches, pliers, and screwdrivers Acquisition Strategy in 1966 Cooper played a major role in any acquisition The industry should be fairly stable, with a broad market for the products and a product line of largely small-ticket items 1 Roebuck and co. nonferrous metals.25(Market value $44 on May. Inc.Porter Company A conglomerate with wide ranging interests in electrical equipment. and rubber products It had acquired 44000 shares of Nicholson in 1967 Porter offer $ 42 per share in cash for 437000(out of 584000) to Nicholson Porter offer $ 50 per share in cash for 177000(out of 584000) to Cooper 2 . Its highest assets was distribution systems These strengths forecasts 6% to 7% future annual growth Drawbacks Annual sales growth 2% (Industry growth 6%) Profit margin 1/3rd those of other hand tool business Book value $ 51. 2 Acquire only leading companies in their respective market segment Nicholson File Company Strengths One of the largest domestic manufacturers of hand tool and was a leader in its two main product areas It had 50 % share of 50 million market for files & rasps Also 9% share of 200 million markets for hand saws and saw blades compare to Sears.1972) P/E ratio 10-14 The company could contribute less than one-sixth of the combined sales Nicholson’s Atkins saw division seemed vulnerable in view of its low profitability H. Inc. tools.Case: Cooper Industries.K. 60 Critical issues for making merger between VLN & Nicholson 1. Sales were made to industrial market and consumer market same proportionately (50:50) which can be offset through Nicholson’s sales ratios (75:25) in this market 3 . If you were Mr.Case: Cooper Industries. $1. Inc. Cizik of Cooper Industries.. would you try to gain control of Nicholson File Company in May 1972? Mr. A preferred share was worth a minimum $53.60 preferred dividend equaled the rate then on the Nicolson Common Stock 3. The exchange would be a tax free transaction 2.Cizik could try to gain control of Nicholson in May 1972 due to their opportunities Potential profits from every market segments Cost of goods sold could be reduced from 69% to 65% Selling.interests in original placement automotive equipment and in publishing Under the VLN merger term one share of VLN new cumulative convertible preferred stock would be exchanged for each share of Nicholson Preferred dividend $1. general and administrative expenses from 22% to 19% due to the elimination of sales and advertising duplications Currently.10 1. Inc. 3 VLN VLN was broadly diversified company with major. the difference between the summation of value of the two firms before the merger and the combined value of the two firm in the form of surviving firm after the merger.Case: Cooper Industries. We estimated the free cash flow of Nicholson based on forecasting from 1972 till 1976. would depend on the intrinsic value of Nicholson. including considering their survival of 4 . in order to estimate the value of Nicholson. Cooper needs to forecast the long term future of Nicholson’s performance to predict the prospect of their merger. If we can derive the market value of Nicholson. Therefore. 4 Use European distribution systems Battle between VLN & porter 2. What is the maximum price that Cooper can afford to pay for Nicholson and still keep the acquisition attractive from the standpoint of Cooper? The maximum price that Cooper would be able to pay Nicholson. The data given for Nicholson in the case is for the year of 1967 to 1971 in Income Statement and the Balance Sheet is given only for the year 1971. Cooper can make the decision to acquire Nicholson. Inc. we used the free cash flow method to valuating the firm and also consequently to determine their value of each share of stock. then this would be the maximum value that Cooper could afford to pay. If the synergistic value of acquisition for Cooper exceeds the premium that Cooper has to pay to Nicholson. then Cooper’s shareholders would not be better off from the merger. only then they can go for the merger. based on which. in the form of cash or common stock. because if Cooper pays more than that value.e. Synergy is the value that the two firms gain after the merger i. Otherwise. 0 2.2 9.8 0.4 1976 70.4 2.5 4.2 2. Particulars Net Sales Assumptions Forecasted based on Avg.8 0.7 21.8 24. growth rate of 3.9 2.1 0.4 2.8 11.2 7.9 11.7 1974 40.6 7 8 9 10 Other deductions Income before Taxes Taxes Net Taxes at 40% After adjusting for i) investment tax credit and ii) income of equity in net income of partially owned foreign companies.1 0.1 3.7 3.3 5.3 3.6 2.0 1973 38.1 12.7 1975 66.6 2.9 2.1 5.2 1973 59.1 3.1 2.9 1975 43.Case: Cooper Industries.4 20.2 6.3 2.1 1974 62. 1972 57.8 0.4 2 3 4 5 6 Particulars Cost of Goods Sold Gross Profit Selling & Administrative Expenses Depreciation Interest Expense Assumptions Goes down to 65% from 69% 1972 37.1 5 .39% during 1972-73 and of 6% aligning with industry growth rate based on their future prospect during 1974-76. 5 business forever.1 0.2 20.1 0. We are providing here the breakdown of our assumptions along with calculation to determine the cash flow to Cooper and thereafter the value of Nicholson.2 2.1 0.3 13.2 8. During estimating the free cash flow from Nicholson after the merger.6 Goes down to 22% from 19% Same as of 1971 Assumed no new loan has been availed Considering the past trend 10.7 11 12 Net Income Add back: Depreciation 2.2 1976 45.1 2.0 3.7 4. Inc.9 4.8 0.2 7. the necessary changes due to the synergistic effect has been incorporated in the assumptions. 2.8 0.1 2.2 23. Nicholson's Cash Flow is expected to grow @ 2. The fund could be used for cooper to pay dividend on their stock and for redeployment within the firm.2 22.4 9.2 6.1 20.7 7. 6 13 14 Cash Flow Less: Retention needed for growth To finance asset replacement and growth. ii) Retention needed for growth: Some of the cash flow generated from Nicholson is need to be retained back in the company if in case they need fund to finance replacements of assets.4 6. EBIT) and we considered the cost of debt during discounting the cash flow to get the present value of the cash flow.2 9.6 21. We assumed 20% of cash flow to be retained for the above purpose.4 1.6 8.2 1.16%.Case: Cooper Industries. assumed 20% retention of cash inflow 6. Discount rate=9.6 10.3 18.1 7. The particular fund is basically require to retain considering the growth of the company.00% after 1976 1972 1973 1974 1975 1976 15 85.3 1.3 1. Inc. we ignored the interest expense in calculating Income before tax (EBT) (which would be actually the Earnings before Interest & Tax. Particulars Add: Terminal Value (as on year end 1976) Assumptions Using the Constant Growth Model: g=2.9 6 .6 19.3 16 Working Capital: Accounts Receivables Inventories Accounts Receivables to sales ratio in 1971 Inventories to sales ratio in 1971 8.5 1.00% conservatively.5 Notes: i) Interest Expense: Since we are calculating the free cash flow from Nicholson. 2 0. Now.1 0.3 2. Nicholson will operate forever after getting merge with Cooper.4 1.1 0. our conservative assumption is 2.1 1.1 1.1 19 Net Cash Flow to Cooper This is the cash flow to Cooper from Nicholson after the merger.1 2.1 2.9 0.3 0. 7 Accounts Payable Accounts Payable to sales ratio in 1971 2.3 0.2 0.4 2.00% of growth rate keeping in view their present performance.6 3.6 19.5 1.6 0. In this case. and grow at constant rate.9 0.0 0.7 20.0 18 Net Plant & equipment to Sales ratio of 1971 16. Inc.0 2.3 0. Notes: iii) Terminal Value: Considering that after 1976.6 1.5 1.5 17 Change in Net Working Capital: Change in Accounts Receivables Change in Inventories Change in Accounts Payable Change in Net Working Capital Capital Expenditure: Net Plant & Equipment Change in Capital Expenditure 0.2 1.8 0. we determine the Weighted Average Cost of Capital.5 3.6 0.1 2.1 1.8 Million 7 . 2) Calculation of Cost of Capital / discounting rate: a Cost of Debt: Long Term Debt (as on 31-Dec-1971) i Interest Expense (as on 31-Dec-1971) ii Calculation $ 12 Million $ 0.6 18.5 17.1 2. in order to find the appropriate discount rate.5 0.Case: Cooper Industries.1 1.2 88. 000 Forecasted 1974 1975 2. of shares outstanding of Nicholson 584.5 1973 3.5 $ 1. The dividend is expected to grow at 6% in align with the industry =growth rate if Nicholson can achieve this growth rate after receiving the synergistic effect during the post merger period.6 6.66 40% 9.00% 11.67% Cost of Debt is calculated assuming no new debt has been availed by the company. Inc.6 2. Nicholson has been paying fixed dividend of $1. B Cost of Equity: market price per share (average that of 1971) p Dividend per share = D1 d Growth rate (industry rate) g Cost of Equity ke = (d/p)+g $ 27.9 8 .6. Figures in $ Million Estimating Market Value of Nicholson after merger: Forecasted Years Net Cash Flow to Cooper ($ Million) Valuation of Cash Flows as on year end 1971 ($ Million) Loan amount Cash flow for Stockholders No.7 1971 1972 3. We assumed that the cash flow in the form of dividend would be $1. 8 Cost of Debt kd = ii / i 6.16% Now.6 which we consider D*(1+g) = D1 = $1. lets focus on the valuation of Nicholson after the merger.6 over the years.Case: Cooper Industries.0 54.34 0.1 66.6 1976 88.9 12. c Weight of Debt Weight of Equity Tax Rate WACC wd we t wd*kd*(1-t)+we*ke 0.82% The cost of equity has been determining based on the Constant Growth Model. 99 This implies that. The gap between the market value of $25.90 million to Nicholson. Now. if we consider the no.90 million is the Bargaining Range which equals to the synergy. if Cooper has to pay more than $66. 9 Value of each share of Stock of Nicholson ($) 93. their shareholders will gain. Moreover.69 million. Their bargaining position is as below: H. Porter Company’s Offer: On March 03. if the shareholders of Nicholson receive more than this value from Cooper for acquisition. K.000 out of 584.000 shares of Nicholson at $42 per share in cash. Porter would support the merger between Cooper and Nicholson if they receive Cooper’s convertible securities in a tax free exchange worth at least $50 for each share of Nicholson 9 . On the other hand. of shares of Nicholson to be 584. then the total market value of Nicholson appears to be $25.96 million and $66. Now. 1972. then they will be better off.Case: Cooper Industries. Porter tendered 437. What are the concerns and what is the bargaining position of each group of Nicholson stockholders? What must Cooper offer each group in order to acquire its shares? The different stockholders of Nicholson offered different offer in different form. then the shareholders of Cooper will loose. if Cooper can pay less than this value. Inc.000 and the market price of share of stock to be $44. reflecting $12 premium over the most recent price of stock of Nicholson. 3. converting into VLN common stock would result in incurring sharp income loss. VLN’s Bargaining Position: VLN’s merger terms are that one share of VLN convertible preferred stock would be exchanged for each share of Nicholson common stock. since the 10 . of shares of 584. as pointed out by Porter that VLN common stock has recently sold for $4. they assured Nicholson of colonized operating independence of the Nicholson’s management.6 and would be convertible into five shares of VLN common stock during the first year following the merger. of VLN shares is as low as 14.000 compare to total no. Since. VLN did not pay any common dividend since 1970.625 per share that put the value in first year of $23. holding 172. Now. and also the shareholders of shares unaccounted for. Cooper might have to suffer in future for acquiring their shares.Case: Cooper Industries. Inc. scaling down to four shares after the fourth year.000 of Nicholson and due to above mentioned reason. Uncommitted Shareholder’s position: The uncommitted shareholder. However. as derived from our calculation is far more than the offered price. acquire the shares of VLN since the no. if Cooper can offer a price that satisfy both the Nicholson’s management and also it leads to gain of the speculators and the shareholders of shares unaccounted for. In addition to this. then Cooper would be able to acquire majority of the outstanding shares of Nicholson.e. Porter do not need to offer VLN i. 10 Cooper’s offer to Porter: Cooper can take the offer of Porter of $50 for each share of stock for the 177.53. would go by the advice of Nicholson’s management and the speculators bought the shares hoping of escalation or appreciation of acquisition offer.000 shares. The VLN preferred stock would pay an annual dividend of $1. The preferred would be callable at $50 a share after the 5th year and would have liquidating rights of $50 per share.12 on the VLN preferred.000 shares of Nicholson since the market value of Nicholson for each share of stock of $114. Therefore. to attract the speculators and the shareholders of shares unaccounted for. Cooper can offer a price that satisfies these shareholders along with the management of Nicholson.Case: Cooper Industries. To finance an acquisition by cash or by shares of stock depends on several factors that can be considered by Cooper as followsi) ii) iii) Over valuation: If the acquiring company’s stock is overvalued. then using shares of stock is less costly than using cash. In order to acquire the 80% of shares of Nicholson. On the other hand. 4. Therefore. Taxes: Acquisition by cash is a taxable transaction whereas that with stock is tax free. debt). On the assumption that the Cooper management wants to acquire at least 80 percent of the outstanding Nicholson stock and to make the same offer to all stockholders. Cooper do not need to offer VLN considering the factors pointed out by Porter. stock. acquisition with cash lead the shareholders to get fixed price. 11 . what offer must Cooper management make in terms of dollar value and the form of payment (cash. Sharing Gains: Using stock for acquisition can help the shareholders of the acquiring company to gain as well as to incur loss depending on the company’s performance. Cooper also need top consider the offer made by the Porter of $50 per hare of stock. Inc. Cooper can just offer $50 to these shareholders keeping in mind the offer made by Porter that supports the Cooper-Nicholson merger. 11 market value of Nicholson as derived from the calculation is quite high than any other offer made in the market. Since valuation has been determined considering the synergistic effect along with several conservative assumptions. Cizik recommend that the Cooper management do? From our calculation based on free cash flow method. What should Mr.Case: Cooper Industries.88 5.218. Inc. It obviously exceeds any offer made in the market to acquire the Nicholson’s shareholder.00 0 $2. it implies that if Nicholson’s business survive in the form of merging with Cooper from 1976 afterwards.350.61 1 $1.53.000 4. though which the value came to be quite higher.47 Present Earnings Shares Outstanding Earnings per Share Price per Share Price/Earnings Ratio 0. the estimated value of each share of Nicholson came to be $114.600.69 1 $1.32 $44 $12 Exchange ratio After Merger Cooper $6. the market value of Nicholson is undervalued and the acquisition of their shares should benefit the shareholders of Cooper for taking the decision to get merge with Nicholson.732. 12 .000 4.12 $28 $25 $1.000 584. 12 Assumption: If Cooper offer price of Particulars $50 Before Merger as on 1972 Cooper Nicholson $5.950.