Case: Cooper Industries. Inc.

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

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 Case: Cooper Industries. Inc. 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,
Roebuck and co, Inc.
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 $ 51.25(Market value $44 on May,1972)
P/E ratio 10-14
The company could contribute less than one-sixth of the combined sales
Nicholsons Atkins saw division seemed vulnerable in view of its low profitability

H.K.Porter Company
A conglomerate with wide ranging interests in electrical equipment, tools, nonferrous
metals, 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

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 Case: Cooper Industries. Inc. 3

VLN
VLN was broadly diversified company with major- 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 $1.60

Critical issues for making merger between VLN & Nicholson

1. The exchange would be a tax free transaction

2. $1.60 preferred dividend equaled the rate then on the Nicolson Common Stock
3. A preferred share was worth a minimum $53.10

1. If you were Mr. Cizik of Cooper Industries, Inc., would you try to gain control of
Nicholson File Company in May 1972?

Mr.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, general and administrative expenses from 22% to 19% due to the elimination of
sales and advertising duplications
Currently, Sales were made to industrial market and consumer market same
proportionately (50:50) which can be offset through Nicholsons sales ratios (75:25) in this
market

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 Case: Cooper Industries. Inc. 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, in the form of cash or
common stock, would depend on the intrinsic value of Nicholson, based on which, Cooper can
make the decision to acquire Nicholson. If the synergistic value of acquisition for Cooper
exceeds the premium that Cooper has to pay to Nicholson, only then they can go for the
merger. Otherwise, Cooper needs to forecast the long term future of Nicholsons performance
to predict the prospect of their merger.

Synergy is the value that the two firms gain after the merger i.e. 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.

If we can derive the market value of Nicholson, then this would be the maximum value that
Cooper could afford to pay, because if Cooper pays more than that value, then Coopers
shareholders would not be better off from the merger.

Therefore, in order to estimate the value of Nicholson, we used the free cash flow method to
valuating the firm and also consequently to determine their value of each share of stock.

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. We estimated the free cash flow of
Nicholson based on forecasting from 1972 till 1976, including considering their survival of

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 Case: Cooper Industries. Inc. 5

business forever.

During estimating the free cash flow from Nicholson after the merger, the necessary changes
due to the synergistic effect has been incorporated in the assumptions.
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.

Particulars Assumptions
Net Sales Forecasted based on Avg.
growth rate of 3.39% during
1972-73 and of 6% aligning
1972 1973 1974 1975 1976 with industry growth rate
based on their future prospect
57.2 59.1 62.7 66.4 70.4 during 1974-76.

Particulars Assumptions 1972 1973 1974 1975 1976

2 Cost of Goods Sold Goes down to 65% from
69% 37.2 38.4 40.7 43.2 45.8
3 Gross Profit 20.0 20.7 21.9 23.2 24.6

4 Selling &
Administrative Goes down to 22% from
Expenses 19% 10.9 11.2 11.9 12.6 13.4
5 Depreciation Same as of 1971 2.1 2.1 2.1 2.1 2.1
6 Interest Expense Assumed no new loan has
been availed 0.8 0.8 0.8 0.8 0.8

7 Other deductions Considering the past

trend 0.2 0.2 0.2 0.2 0.2
8 Income before
Taxes 6.8 7.2 7.7 8.3 9.0

9 Taxes at 40% 2.7 2.9 3.1 3.3 3.6

10 Net Taxes
After adjusting for i)
investment tax credit and
ii) income of equity in net
income of partially owned
foreign companies. 2.5 2.7 2.9 3.1 3.3
11 Net Income 4.1 4.3 4.6 5.0 5.4

12 Add back:
Depreciation 2.1 2.1 2.1 2.1 2.1

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 Case: Cooper Industries. Inc. 6

13 Cash Flow 6.2 6.4 6.7 7.1 7.5

14 Less: Retention To finance asset

needed for growth replacement and growth;
assumed 20% retention of
cash inflow 1.2 1.3 1.3 1.4 1.5

Notes:
i) Interest Expense:
Since we are calculating the free cash flow from Nicholson, we ignored the interest expense in
calculating Income before tax (EBT) (which would be actually the Earnings before Interest &
Tax, EBIT) and we considered the cost of debt during discounting the cash flow to get the
present value of the cash flow.

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. The fund could be used for cooper to
pay dividend on their stock and for redeployment within the firm. The particular fund is
basically require to retain considering the growth of the company. We assumed 20% of cash
flow to be retained for the above purpose.

Particulars Assumptions 1972 1973 1974 1975 1976

15 Add: Terminal Value (as Using the Constant
on year end 1976) Growth Model:
g=2.00%
conservatively,
Discount
rate=9.16%;
Nicholson's Cash
Flow is expected to
grow @ 2.00% after
1976 85.3

16 Working Capital:
Accounts Receivables Accounts
Receivables to sales
ratio in 1971 8.3 8.6 9.1 9.6 10.2
Inventories Inventories to sales
ratio in 1971 18.6 19.2 20.4 21.6 22.9

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 Case: Cooper Industries. Inc. 7

Accounts Payable Accounts Payable to

sales ratio in 1971 2.1 2.1 2.3 2.4 2.5

17 Change in Net Working

Capital:
Change in Accounts
Receivables 0.3 0.3 0.5 0.5 0.6
Change in Inventories 0.6 0.6 1.2 1.2 1.3
Change in Accounts
Payable 0.1 0.1 0.1 0.1 0.1
Change in Net Working
Capital 0.9 1.0 1.8 1.9 2.0

18 Capital Expenditure:
Net Plant & Equipment Net Plant &
equipment to Sales
ratio of 1971 16.5 17.1 18.1 19.2 20.4
Change in Capital
Expenditure 0.5 0.6 1.0 1.1 1.2

19 Net Cash Flow to

Cooper 3.5 3.6 2.6 2.7 88.1

This is the cash flow to Cooper from Nicholson after the merger.

Notes:
iii) Terminal Value:
Considering that after 1976, Nicholson will operate forever after getting merge with Cooper,
and grow at constant rate. In this case, our conservative assumption is 2.00% of growth rate
keeping in view their present performance.

Now, in order to find the appropriate discount rate, we determine the Weighted Average Cost
of Capital.

2) Calculation of Cost of Capital / discounting rate:

a Cost of Debt: Calculation
Long Term Debt (as on 31-Dec-1971) i $ 12 Million
Interest Expense (as on 31-Dec-1971) ii $ 0.8 Million

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 Case: Cooper Industries. Inc. 8

Cost of Debt kd = ii / i 6.67%

Cost of Debt is calculated assuming no new debt has been availed by the company.

B Cost of Equity:
market price per share (average that of
1971) p $ 27.5
Dividend per share = D1 d $ 1.6
Growth rate (industry rate) g 6.00%
Cost of Equity ke = (d/p)+g 11.82%

The cost of equity has been determining based on the Constant Growth Model.

Nicholson has been paying fixed dividend of $1.6 over the years. We assumed that the cash flow in
the form of dividend would be $1.6 which we consider D*(1+g) = D1 = $1.6. 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.

c Weight of Debt wd 0.34

Weight of Equity we 0.66
Tax Rate t 40%
WACC wd*kd*(1-t)+we*ke 9.16%

Now, lets focus on the valuation of Nicholson after the merger.

Figures in $ Million
Estimating Market Value of Nicholson
after merger: Forecasted
Forecasted Years 1971 1972 1973 1974 1975 1976
Net Cash Flow to Cooper ($ Million) 3.5 3.6 2.6 2.7 88.1

Valuation of Cash Flows as on year end

1971 ($ Million) 66.9
Loan amount 12.0
Cash flow for Stockholders 54.9

No. of shares outstanding of Nicholson

584,000

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 Case: Cooper Industries. Inc. 9

Value of each share of Stock of

Nicholson ($)
93.99
This implies that, if Cooper has to pay more than $66.90 million to Nicholson, then the
shareholders of Cooper will loose. On the other hand, if Cooper can pay less than this value,
their shareholders will gain.

Now, if we consider the no. of shares of Nicholson to be 584,000 and the market price of share
of stock to be $44, then the total market value of Nicholson appears to be $25.69 million. Now,
if the shareholders of Nicholson receive more than this value from Cooper for acquisition, then
they will be better off.

The gap between the market value of $25.96 million and $66.90 million is the Bargaining
Range which equals to the synergy.

3. 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. Their
bargaining position is as below:

H. K. Porter Companys Offer:

On March 03, 1972, Porter tendered 437,000 out of 584,000 shares of Nicholson at $42 per
share in cash, reflecting $12 premium over the most recent price of stock of Nicholson.
Moreover, Porter would support the merger between Cooper and Nicholson if they receive
Coopers convertible securities in a tax free exchange worth at least $50 for each share of
Nicholson

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 Case: Cooper Industries. Inc. 10

Coopers offer to Porter:

Cooper can take the offer of Porter of $50 for each share of stock for the 177,000 shares of
Nicholson since the market value of Nicholson for each share of stock of $114.53, as derived
from our calculation is far more than the offered price.

VLNs Bargaining Position:

VLNs merger terms are that one share of VLN convertible preferred stock would be
exchanged for each share of Nicholson common stock. The VLN preferred stock would pay an
annual dividend of $1.6 and would be convertible into five shares of VLN common stock
during the first year following the merger, scaling down to four shares after the fourth year.
The preferred would be callable at $50 a share after the 5th year and would have liquidating
rights of $50 per share. In addition to this, they assured Nicholson of colonized operating
independence of the Nicholsons management.
However, as pointed out by Porter that VLN common stock has recently sold for $4.625 per
share that put the value in first year of $23.12 on the VLN preferred. Since, VLN did not pay
any common dividend since 1970, converting into VLN common stock would result in
incurring sharp income loss.
Porter do not need to offer VLN i.e. acquire the shares of VLN since the no. of VLN shares is
as low as 14,000 compare to total no. of shares of 584,000 of Nicholson and due to above
mentioned reason, Cooper might have to suffer in future for acquiring their shares.

Uncommitted Shareholders position:

The uncommitted shareholder, holding 172,000 shares, and also the shareholders of shares
unaccounted for, would go by the advice of Nicholsons management and the speculators
bought the shares hoping of escalation or appreciation of acquisition offer.
Therefore, if Cooper can offer a price that satisfy both the Nicholsons management and also it
leads to gain of the speculators and the shareholders of shares unaccounted for, then Cooper
would be able to acquire majority of the outstanding shares of Nicholson. Now, since the

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 Case: Cooper Industries. Inc. 11

market value of Nicholson as derived from the calculation is quite high than any other offer
made in the market, Cooper can just offer $50 to these shareholders keeping in mind the offer
made by Porter that supports the Cooper-Nicholson merger.

4. 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,
what offer must Cooper management make in terms of dollar value and the form of
payment (cash, stock, debt).

To finance an acquisition by cash or by shares of stock depends on several factors that can be
considered by Cooper as follows-
i) Over valuation: If the acquiring companys stock is overvalued, then using shares of
stock is less costly than using cash.
ii) Taxes: Acquisition by cash is a taxable transaction whereas that with stock is tax free.
iii) 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 companys performance. On
the other hand, acquisition with cash lead the shareholders to get fixed price.

In order to acquire the 80% of shares of Nicholson, Cooper do not need to offer VLN considering
the factors pointed out by Porter. 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. Cooper also need top consider the offer made by the Porter of $50 per
hare of stock.

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 Case: Cooper Industries. Inc. 12

Assumption:
If Cooper offer price of $50
Exchange After
Particulars Before Merger as on 1972 ratio Merger
Cooper Nicholson Cooper

Present Earnings $5,600,000 $1,350,000 $6,950,000

4,218,69 584,00 0.88 4,732,61
Shares Outstanding 1 0 1
Earnings per Share $1.12 $2.32 $1.47
Price per Share $28 $44
Price/Earnings Ratio $25 $12

5. What should Mr. Cizik recommend that the Cooper management do?
From our calculation based on free cash flow method, the estimated value of each share of
Nicholson came to be $114.53. It obviously exceeds any offer made in the market to acquire the
Nicholsons shareholder. Since valuation has been determined considering the synergistic effect
along with several conservative assumptions, though which the value came to be quite higher, it
implies that if Nicholsons business survive in the form of merging with Cooper from 1976
afterwards, 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.

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