Introduction In order to grow a business, branch into new areas, or carry out daily operations, companies often rely on different methods of financing to achieve their goals.
Financing allows a company to obtain the resources they need immediately and repay a lender over time.
Appropriate financing is almost always necessary when it comes to mergers and acquisitions because of the myriad costs and financial considerations associated with this type of transaction.
To determine the best financing plan for the merger with Shang-wa Electronics, Lester Electronics, Inc.
(LEI) will follow a number of steps. An analysis of the various issues and opportunities available will uncover possible problems but also benefits that may have been previously overlooked.
Identifying the values and beliefs of the various stakeholders and determining possible ethical dilemmas will allow the company to make an informed decision with their stakeholder's interests in mind.
Completing these steps will allow LEI to formulate end state goals that will ultimately be used as a measure of success of failure.
Subsequently, LEI will gather information about possible solutions and analyze the risks and benefits associated with each.
With this information the company can devise mitigation strategies for the risks then develop an implementation plan to carry out the financing strategy.
Lastly, to ensure the plan is working correctly and the goals are being achieved, the company will devise a system of metrics to test the success of the plan.
This comprehensive plan, described below, will result in an optimal financing solution for LEI that will allow the company to merge successfully with Shang-wa and achieve the company's end vision. Issues and Opportunities Lester Electronics, Inc.
(LEI) is entering into a billion dollar deal with Shang-wa Electronics (SWE) to become a manufacturer and distributor of precision capacitors.
Before the merger can be finalized, the bid price must be agreed upon.
To obtain a fair and equitable price for the merger, valuation of SWE is necessary, and will be completed prior to the start of negotiations.
SWE valuation will include; company assets, earnings before interest, taxes/depreciation, and any shareholder contributions (Ross, 2005).
While the accounting team at SWE is initiating the valuation of their company, LEI will be completing a self-analysis of their company to ascertain the allocation of sufficient resources.
Resources will include; financial, time constraints' and personnel.
Knowing what both companies have to work with and contribute to the merger is important for optimum success. This merger will be initiated for many reasons some of them are; cutting company cost, avoiding a hostile takeover bid from a competitor and maximizing profits for both LEI and SWE.
The business of merging two companies that produce a product that is synergistic is a vertical merger, which will have some advantages during production.
The necessity to purchase of lease additional equipment and facilities is not required during initial start-up.
This will assist in maintaining the working capital budget, cash flow and other resource allocations (Ross, 2005). The key stakeholders in the merger will be the two men responsible for the companies since their individual inceptions.
They are Bernard Lester Chief Executive Officer (CEO) and founder of Lester Electronics, Inc.
and John Lin CEO and founder for Shang-wa Electronics.
Neither men has family willing to take their companies into the future and are unwilling to see their life's work destroyed, this merger is a continuation of growth for both industries.
In addition to themselves, LEI is a publicly traded company (Company Overview, 2005).
The investors will also have a marginal say in the merger proposition and any future dividends from the company unless Lester is able to buy back outstanding stock. The opportunities that both companies face are increases in company wealth by finalizing the merger in a practical and ethical manner.
Using the data produced through internal and external valuation analysis for each company, strategies can be formulated to include most aspects of the combined resources.
The possibility for becoming a global industry is high and favors a merger of companies thereby insuring continued success in the electronics markets.
New product development is also an option for the newly merged companies as well as diversity in products to include more that capacitors.
The chance to streamline the company's personnel will be self-evident during and after merger.
The parent company will benefit from high market share due to a decrease in manufacturing cost. Stakeholder Perspectives/Ethical Dilemmas Several stakeholders are involved in the acquisition of Shang-wa Electronics (SWE) by Lester Electronics Inc (LEI).
Mr.
Lin founded SWE in 1969 and started a supply agreement with LEI in 1978 (Company Overview, 2008).
As a result Mr.
Lin has formed a lasting relationship and a great deal of respect for the way LEI manages their corporation.
If Mr.
Lester, the founder and Chief Executive Officer (CEO) of LEI, agrees to the merger of SWE and LEI the global expansion along with an expert management team will allow Mr.
Lin to take time off to spend with family and eventually get out of the business altogether.In addition this merger would allow LEI to market domestic made parts internationally.
The acquisition of SWE could make this possible and as a bonuswould eliminate some of their competition in the process.
This acquisition would end Transactional Electronics Corporations (TEC) quest of acquiring SWE.
But Mr.
Lester should not take too much time in making his decision.
Due to previous mergers and acquisitions TEC has raised enough resources to not only expand globally but to perform a hostile takeover of SWE.
This hostile takeover of SWE would aide in the accomplishment of one of Mr.
Antone's, the CEO of TEC, goals of global expansion.
One of the last things Mr.
Lester wants is the acquisition of SWE by TEC.
If TEC does perform a hostile takeover of SWE, LEI would lose their exclusive agreement with SWE along with over 40% in revenue.
In addition to the pending mergers and or takeover involving SWE, Avral Electronics is also inquiring about forming a merger with LEI. Robert Paget the Vice President of Acquisitions at Avral Electronics is known as an aggressive "go getter" and has been with Avral Electronics for five years (Company Overview, 2008).
During Mr.
Paget's tenure at Avral Electronics he has negotiated and purchased six noteworthy electronic companies.
These acquisitions have increased Avral's external annual revenue from $300 million to $900 million.
As a result of his hard work and contributions to Avral, he was recently promoted to Vice President of Acquisitions.
In effort to expand into the United States' electronic industry, Avral would like to acquire LEI.
If this acquisition of LEI goes through it would greatly enhance Mr.
Paget's resume'.
Mr.
Peter Zack, is the Managing Director of Silver Socks Company (Company Overview, 2008).
He is from a well connected Philadelphia family with a great deal of old money (Company Overview, 2008).
Mr.
Zack received his current position at Silver Socks due to his family's connections (Company Overview, 2008).
He is currently representing Avral Electronics a company of which his old college roommate who just happens to be the vice president (Company Overview, 2008).
Although Mr.
Zack has made deals happens in the past this would be an excellentopportunity for him to show how deserving he is of his current position at Silver Socks. Problem Statement Lester Electronics Inc.
(LEI) is faced with the issue of financing the acquisition of Shang-wa.
Many opportunities exist for LEI, however, no one strategy will be the perfect fit.
Determining the best way to diversify the financing for the acquisition is the major issue.
LEI is not in a position to be able to borrow enough to cover the acquisition.
Any new stock that is issued will lower the value of the current stock.
With LEI's inability to finance all the money needed, some new stock will need to be issued, but the amount has to be determined so current values do not drop drastically. End-State Goals Lester Electronics Inc.
(LEI) has several goals it wants to accomplish.
The merger with Shag-wa Electronics (SWE) will enable LEI to achieve the goals they have set.
One goal Lei wants to accomplish is to preserve the competitiveness and longevity of the company.
The possible sale of SWE to TEC would have hurt LEI's place in the market and most likely force LEI to sell to Avral.
The merger keeps a long standing relationship intact and LEI in supply of the capacitors they need. The merger with SWE will force LEI to finance the acquisition.
LEI will use a combination of different strategies to finance the acquisition.
Using different financing strategies will keep stock prices from falling drastically by not issuing all new stock to finance the acquisition.
The combination will also keep LEI from going into debt to far and cause them to struggle financially. The acquisition of SWE will ensure the supply of capacitors needed by LEI to continue producing.
Without the capacitors, LEI would have to outsource to another company possibly for a higher cost and be without the long standing and working relationship they had with SWE.
The acquisition will also give LEI new products that have not produced before.
LEI can use the new products they acquire to supply other companies and increase their profit margin.
After the acquisition of SWE a new factory will be leased in Korea expanding LEI's market into other regions.
All the goals set will ensure LEI's competitiveness, longevity, increase profit, and give LEI better financial stability. Alternative Solutions When corporations merge, one of them is designated as the surviving corporation.
While acquiring a business through merging, some companies may believe this to be an attractive alternative compared to business failure; it does carry with it some consequences.
The surviving corporation continues in existence while the acquired company does not.
In addition, the surviving corporation acquires all the rights, title and interests to real estate and other property owned by the other corporation without impairment or encumbrances.
This would certainly be of benefit to Lester Electronics, Inc.
(LEI). Alternatives to a merger are dependent on the type, size, and purpose for the co-mingling of two businesses.
One alternative could be that of the formation of a partnership where each owner shares with each other the profits' or losses of the business.
Several types of partnerships are available for consideration however, for this paper a silent partnership might be a feasible option.
Because the silent partner still shares in the profits and losses but is un-involved in its management which would be in-line with John Lins' desire to be with his family.
Another alternative would be for Shang-wa Electronics (SWE) to reorganize its financial and sales personnel interest to include diversifying into distributing the capacitors from his company without LEI.
However, this would require that John Lin remain as CEO of his company unless he relinquishes his title and responsibilities' to another.
A reverse in merger direction can be considered with SWE acquiring LEI and becoming the primary surviving company this is not likely but is an alternative.
Other alternatives are for LEI to reorganize its internal structure to include internet exclusive commerce that will lower the need for duality of personnel and increase its profit ratio through strong capital budgeting.
Streamline the personnel and save on tax contributions from their earnings.
Creating a global business without having multi-facilities and operating from a central plant to be determined post merger saving cash flow through budget control will assist in maximizing shareholder wealth.
Issuing additional stock to attain financial resources' to acquire computer equipment, specialized data entry systems, and training of personnel will be necessary for this alternative.
Finally, an unlikely alternative is to allow the bid for LEI to proceed.
Losing years of hard work and sacrifice along with a company on the verge of success is what makes this an unlikely scenario as well as a wasted endeavor. Analysis of Alternative Solutions After a careful analysis of Lester Electronics, Inc.
(LEI) alternative solutions table, three indicates the rating matrix of how the final solution was determined.
The objective of LEI decision to proceed with the merger was to maximize shareholders wealth, remains competitive within the industry, and to manufacture new products.
The first alternative was to form a partnership rated 2.17.
Choosing this alternative could help with the problem of maximizing shareholders wealth and even help the new partnership be competitive but risks exist that would make this a more viable solution for either LEI or Shang-wa Electronics (SWE).
The second alternative involves the restructuring of the company's.
With a rating of 1.42, this would be a second option that will help LEI finance the acquisition of SWE while reducing risks.
By using diversifying techniques, this option would help with some of the potential risks that LEI will be facing.
The third alternative rates a 1.00.
LEI management would be able to maximize shareholders wealth and remain competitive this option provides the greatest protection against risks both domestically and in foreign countries. When selecting the best alternative to proceed with all factors that will affect the business venture must be, consider and weight against the goals of the business to ensure that the best solution is chosen that will help the company in the long-term.
Since LEI has considered the alternative that will help with the acquisition of SWE, LEI must consider the potential risks involved with each alternative. Risk Assessment and Mitigation Techniques When certain business decisions are made, managers need to look beyond the obvious risks and recognize all sources of uncertainty.
The ability to recognize and take advantage of trends and opportunities by identifying and mitigating these weaknesses and threats will be crucial the merger between Lester Electronics, Inc.
(LEI) and Shang-wa Electronics (SWE) is critical.
LEI have narrowed their possible alternatives down to forming a partnership, diversifying, and global business. By forming, a partnership (silent) this would expose LEI and SWE to certain risks and consequences that each partner must protect themselves from legal ramifications.
Some of the risks associated with this alternative are the potential for greater personal liability as opposed to forming a corporation with this type of partnership raising additional capital might be difficult.
Although a silentpartner is inactive in the operation of the business, they have legal obligations and benefits of ownership, and are therefore, fully liable for any debts (Bloomsbury Business Library, 2007, p.
6832).
The partnership is dissolve when either of the partners dies and the transfer of ownership is difficult.
With this type of partnership, legal problem may arise in which LEI and SWE should prepare an Article of Partnership that will state what each partners business relationship to the company would be.
The Articles of Partnership should include the placement of capital, labor, skill, and the sharing of profits and losses.
As a last resort, arbitrators may be called in to help the partners settle on going disputes. The second alternative examines the risk that LEI and SWE would face if diversifying were the chosen option for the new business venture.
A major factor that influences diversify risks is unsystematic risk and systematic risk.
These risks include events that may not be in the direct control of management like strikes, natural disasters, a fire, and even sluggish sales that will result in either business or financial risks.
Diversification can help to reduce portfolio risk by eliminating un-systematic risk for which investors are not rewarded.
Investors are rewarded for taking market risk.
Because diversification averages the returns of the assets within the portfolio, it attenuates the potential highs (and lows).
Diversification among companies, industries and asset classes affords the investor the greatest protection against business risk, financial risk and volatility (TD Ameritrade, Inc.
2003).
LEI can protect the company against fires by purchasing insurance that will cover the company's assets in the event that fire happens.
Since some insurance company's are reluctant to insure businesses against natural disasters LEI should look into other measures that will alleviate this risk.
To protect against sluggish sales of a particular product the company can introduce new products to the market that would generate cash flow. The final risks analysis involves a global business where currency exposure (exchange rate) would be a big risk.
Since LEI will be conducting business, transaction in a foreign country but still maintaining their domestic company LEI would face certain exchange risks if they pursue an independent monetary policy.
To avoid currency crises, a country can have a fixed exchange rate or flexible exchange rate, but not a fixed yet adjustable exchange rate, when international capital markets are integrated (Eun & Resnick, 2004, p.
52).
LEI should consider three risks factors of currency exposure when selecting the best alternative for the new business venture.
Transaction exposure occurswhen a company faces contractual cash flows that are fixed in a foreign currency where the amount of foreign currency is receivable or payable.
Translational exposure is the risk of the net worth of a company changing because of the fluctuating home valuation of assets and liabilities denominated in foreign currencies.
It arises from converting a multinational's overseas subsidiaries translated from local currency to home currency prior to consolidation with the parent's financial statements (Lecture 6, 2007).
Economic exposure occurs when a company cash flows and market value are affected by unexpected changes caused by exchange rates.
One technique the company can use to protect itself from currency exposure is through hedging which establishes a position for the company to gain what is lost through currency exposure.
Hedging can reduce the company's volatility of cash flows because the company's payments and receipts are not forced to fluctuate in accordance with currency movements.
This can, in the extreme, reduce the possibility of bankruptcy and therefore, allow easier access to credit and lower interest payments due to lower perceived risk.
Hedging should also allow for greater certainty about future receipts and payments and consequently enhanced budgetary decisions.
Most hedging strategies are costly in terms of fees, premiums or the time involved (Lecture 6, 2007). Optimal Solution In order for Lester Electronics, Inc.
(LEI) to compete in the global consumer and industrial capacitor market, the company will need to develop a new implementation plan to focus on merging with Shang-wa Electronics (SWE) and to maximize shareholder wealth.
The newly formed senior leadership team will need to work together for consistency across all area functions and come to agreement about issues and concerns.
Combined, total assets are at $395K while liabilities are at $197K.
The current ratio is $2.01 which means LEI will have enough resources to pay their debt over the next 12 months.
The balance sheetis an accountant's snapshot of the firm's accounting value on a particular date, as though the firm stood momentarily still (Ross, Westerfield, Jaffe, 2004).
LEI is showing solid short-term financial strength to help with the opening of the new Asia manufacturing plant.
The long-term debt ratio is at $0.68 combined.
This will be reduced in 24 months to increase equity in the balance sheet LEI will lease the building and equipment for the new Asia manufacturing plant for capacitors.
The initial capital budget of $60M can be reduced by 74%. Lester / Shang-wa Joint Venture Capital Budget New Asian Capacitor Manufacturing Facility Lease of Building Construction Contract 38,850,000 0 Land 6,000,000 (Lease .10sq ft X 50,000 ft for 5 yr) 300,000 Local Taxes 1,500,000 1,500,000 Personnel 1,500,000 1,500,000 Administrative 1,500,000 1,500,000 Marketing 150,000 150,000 Furniture & Fixtures 4,500,000 4,500,000 Computers 750,000 750,000 Equipment 5,250,000 5,250,000 Total 60,000,000 15,450,000 LEI should lease the manufacturing plant to allow the company to save money on construction costs and use the money to purchase other capital equipment if needed.
The company will also increase tax deductions, lower interest rates, and improve their financial ratio.
The lease plan chosen by LEI will allow payment flexibility to meet cash flows.
Other opportunities to lease equipment, furniture, and computers are reducing technology obsolescence, including training, maintenance, installation costs, and allowing the company to upgrade to the latest equipment.
With the addition of this new manufacturing plant LEI will now hold a 12% market share in distribution in Asia.
Once LEI starts increasing manufacturing of aluminum electrolytic and film/plastic by 56% and 63% the company will see an increase in revenues by $14M. LEI will use the Weighted Average Cost of Capital (WACC) to measure the capital discount the company is either gaining or spending.
The WACC will tell LEI the minimum rate of return they will produce for their investor's.
To find LEI's rate of return the WACC is calculated by the following formula: Example: LEI merged with SWE: Re = cost of equity (33% * 12) + (66% * 8) = 9.24% Rd = cost of debt (33% * 8.4) + (66% * 8) = 8% E = market value of the firm's equity LEI (E)=$252,949 + SWE (E)=$142,293 Total =$395,242 D = market value of the firm's debt LEI (L)=$91,249 + SWE (L)=$105,878 Total =$197,127 V = E + D LEI = (E)$252,949 + (L)$91,249 =$344,198 SWE = (E)$142,293 + (L)$105,878 =$248,171 Total =$592,369 E/V = percentage of financing that is equity $395,242/$592,369 = 66% D/V = percentage of financing that is debt $197,127/$592,369 = 33% Tc = corporate tax rate 12 * (1 - 0.3) = 8.4% WACC = $395,242/$592,369 * 9.24% + $197,127/$592,369 * 8% * (1-8.4%) = 8%. LEI combined with SWE are producing a 20% rate of return and a WACC of 8%.
Every dollar LEI invests into capital the company is creating value and making a profit to reinvest or payout in dividends to shareholders.
LEI will review their current mix of equity and debt by developing opportunities to maximize the company's value while minimizing the average cost of capital.
Net Income (NI) is at $51K with a return on assets approaching $0.47.
NI for LEI shows the cost of debt is lower than the cost of equity from the WACC assessment. LEI is showing a $0.68 long-term debt ratio that the company owes and does not expect to pay off in a year.
Along with their high debt-equity ratio of $1.83 the company is financing their growth with debt which can lead to inconsistent earnings and additional interest expenses.
The company holds a high total debt ratio of $1.10 which is not good.
The opportunity is to use the dollars saved from leasing the manufacturing plant to pay down outstanding debt.
Either way the company must act quickly and move forward with a complete overhaul for success. Implementation Plan Lester Electronics, Inc.
(LEI) will need to stay competitive in the capacitor manufacturing industry by merging with Shang-wa Electronics (SWE) and developing an implementation plan within the next three months.
LEI biggest competition is Avral Electronics with 14% of the market share in the capacitor industry.
LEI will lease a manufacturing plant and the capital equipment necessary to open the Asia capacitor project in the next three to six months.
The start-up costs will be $15.4M, but revenue will exceed $39.1M within the first year with the increase capacity production of aluminum electrolytic and film/plastic commodities.
Excess revenues will also pay off outstanding debt inherited from SWE. LEI will set inventory turn rates in the new Asia manufacturing plant using the inventory turnover ratio to reduce debt and move products timely.
Currently, the company is showing a turn rate of 15.47 which LEI will implement into the new manufacture plant by month nine.
The company's inventory turn ratio is higher than their competition which is good because a higher ratio indicates strong sales and limits excess inventory or holding costs.
LEI will reduce dividends per share from $0.49 to $0.40 to help fund dollars for capital expenditures by the end of month 12.
The dividend payout ratio is currently at 40%.
This means that 40% of LEI's profits were paid to shareholders versus their competition.
This will reduce the dividend yield ratio from 43% down to 32% which will still give shareholders a return on investment and still attract new investors. LEI will open a new capacitor manufacturing plant in Asia to meet growing demand in the next 12 months.
In order for the merger to be successful, LEI must begin to review and establish new guidelines for the changes that are taking place.
LEI and SWE must change, merge, and edit the following: · Develop new Organization Chart and Governance Board · Board of Director positions · Senior Leadership positions · Duplication of workforce · Addition of workforce · Update Policies and Procedures · Review Human Resource Department (hire, training, orientation) · Employee benefits (healthcare, dental, 401K) · Tax reporting changes · Government regulations and restrictions · Stock options, issues, and dividends LEI will reduce their debt-ratios to equity mix by producing consistent earnings to shareholders and reduce interest expenses.
The company currently holds a high debt ratio but through the acquisition of SWE, LEI will develop a new strategy that will maximize shareholder wealth.
This will strengthen the company cash flows and help position LEI in the marketplace for future growth. Evaluation of Results As mentioned above, specific goals should be formed that support the company's implementation plan.
Without these goals the company has no specific end the company can look toward achieving.
Whether or not the company has been successful is unclear because it has no measure of success or failure.
To combat the lack of achievable benchmarks Lester Electronics, Inc.
(LEI) can link specific metrics to each goal.
These metrics, which are specific and measurable, allow a company to compare progress to a set standard.
The standard represents success and the company is able to determine whether or not they have been successful. In order to determine if LEI has been successful in preserving their competitive advantage the company will aim to achieve 14% of the Asian market share and 20% of the US market share within the next 5 years.
To test whether or not LEI has effectively sustained their longevity the company will simply determine each year if the company is still conducting profitable business.
The company will measure the number of capacitators supplied to make sure the number is equal or greater than before the merger.
The number of capacitators will determine whether or not the company has been successful at ensuring the supply of capacitators.
Preventing a steep drop in the price of stock is another goal for LEI.
Success will be defined as a drop of 10% or less in the stock price following the 2 years immediately after the merger.
To determine whether or not LEI has successfully ventured into other markets LEI will aim to enter two new markets over the next 5 years.
If the company does this they will have been successful, if not they will have failed to achieve this particular goal.
Lastly, LEI wants to ensure their finances remain stable.
The metric for this goal will be the company's debt/equity ratio.
The company will consider this goal met if they are able to keep the debt/equity ratio at 1 or under.
If the ratio is above this they will have failed to achieve this goal. Applying specific metrics to company goals provides a simple way to determine whether or not goals have been met.
The company can then use this information to identify and improve in the areas they are lacking.
Without these metrics a company has no specific way to measure their successes or failures. Conclusion The acquisition of a company by another company should be viewed as an investment with an uncertain outcome.
In Lester Electronics, Inc.
(LEI) situation they decided to form a merger with Shang-wa Electronics (SWE.
In order for this merger to be successful, LEI and SWE needed a sound corporate and financial plan.
"When one firm acquires another, it must choose the legal framework, the accounting method, and tax status" (Ross, Westerfield, Jaffe, 2004, p.
796).
In addition to the above decisions, both companies also had to decide on end state goals and alternative solutions along with analyze the risks and benefits associated.
Once the optimal solution was made the CEO, board of directors and shareholders had to come up with an implementation plan and measure these results against a set of metrics previous agreed upon.
Although no plan is 100% fail proof, when it comes to acquisitions and mergers, making the right decisions and implementing the right plans can greatly increase the chance of a successful merger.
Resulting in maximizing shareholder's wealth through enhanced revenues, lower taxes, cost reduction and lower cost of capital. References Bloomsbury Business Library - Business & Management Dictionary.
Silent Partner. (2007).
Retrieved March 15, 2008 from EBSCOhost database Lecture 6.
Currency Exposure.
(2007).
Retrieved March 15, 2008 from http://accfinweb.account.strath.ac.uk/am/tml6.htmlRoss, Westerfield, Jaffe (2004).
Accounting Statements and Cash Flows.
New York: The McGraw-Hill Companies. Ross, Westerfield, Jaffe (2004).
Financial Planning and Growth.
New York: The McGraw-Hill Companies. Ross, Westerfield, Jaffe (2004).
Mergers and Acquisitions.
New York: The McGraw-Hill Companies. TD AMERITRADE, Inc.
The Importance of Diversification (2003).
Retrieved March 15, 2008 from http://www.ameritradefinancial.com/educationv2/fhtml/learning/diversification.fhtm Unknown author (2008) Lester Electronics A Company Overview Retrieved from http://ecampus.phoenix.edu Table 1 - Issue and Opportunity Identification Issue Opportunity Reference to Specific Course Concept (Include citation) Concept Lester Electronics to merge with Shang-wa Electronics completing company valuation to facilitate agreement of an ethical and fair bid in preparation for corporate financing (Ross, 2005). Obtaining financing to process the merger with Shang-wa Electronics that is both accommodating to continued company growth and not burdensome to capital gains taxation. New strategies for best practices by developing and implementing a vision & mission statements and overall corporate objectives as a guide to corporate purpose to increase profits Acquisition of manufacturing facilities to develop and produce new product to assist in maximizing wealth for the now merged corporations.
This is a winning proposition utilizing company diversity of purpose Both companies will benefit by creating a strong and viable corporation.
With the ability to increase shareholder wealth by avoiding company takeover bids (Company Overview, 2005). The probability of becoming a global all inclusive manufacturer and distributor of precision electronic capacitors (Company Overview, 2007). Establishing a corporate chain of command and cutting redundancy in personnel after merger.
Streamlining the business and increasing net working capital through elimination of un-necessary wages (Ross, 2007). To begin the new company on a high note of accomplishment by developing a product to solidify the merger on a successful endeavor. Growth opportunities without lost of either company or minimization of risk factors (Ross, 2005). Identifying financing needs for wealth maximization while continuing to decrease the risk and increasing the tax deductions (Ross, 2007). Risk associated with mergers and decreased net working capital saving cash on hand through alternative methods and budget constraints (Ross, 2007 Ch 7 & 8). Describing the impact of financial and global environments on wealth maximization using what is available to increase profitability (Ross, 2005). Applying wealth maximization in merger techniques and industry valuation methodologies (Ross, 2005 ch 29). Assessing financing needs for wealth maximization (Ross, 2007 ch 3). Incremental cash flows reducing cost of capital financial planning model (Ross, 2007 ch 3). Analyzing risk, sources of synergy from acquisitions (Ross, 2007 ch 29). Table 2 - Stakeholder Perspectives Stakeholder Perspectives Stakeholder Groups The Interests, Rights, and Values of Each Group Mr.
John Lin, CEO and founder of Shang-wa Electronics (SWE) Global expansion along with an expert management team that will allow him to take time off to spend with family and eventually get out of the business all together. Mr.
Bernard Lester, CEO and founder of Lester Electronics Inc.
(LEI) Maintain the exclusive agreement with SWE of purchasing annually a minimum of $1 million worth of capacitors to sell in the United States.
Also LEI would like to market domestic made parts internationally. Mr.
David Antoine, CEO of Transactional Electronics Corporation After several mergers and acquisitions TEC would like to expand globally.
The acquisition of SWE would make this possible and would eliminate some of their competition in the process. Peter Zack, Managing Director, Silver Socks Company Often referred to as someone who makes deals happened, works for an Investment Banking firm on Wall Street.
Peter Zack was the college roommate of Robert Paget, the vice president of Acquisitions for Avral.
Mr.
Zack is currently representing Avral Electronics in a quest to acquire LEI. Robert Paget, Vice President of Acquisitions, Avral Electronics Known as an aggressive "go getter", has been with Avral Electronics for five years.
During this time Mr.
Paget has negotiated and purchased six noteworthy electronics companies.
These acquisitions have increased Avral's external annual revenue from $300 million to $900 million.
As a result of his hard work and contributions to Avral, he was recently promoted to Vice President of Acquisitions.
If this acquisition of LEI goes through it would greatly enhance Mr.
Paget's resume'. Table 4- Risk Assessment and Mitigation Techniques Risk Assessment and Mitigation Techniques Alternative Solution Risks and Probability Consequence and Severity Mitigation Techniques Partnership · Greater personal liability · It is difficult for a partnership to raise large amounts of cash. · Dissolution of partnership may be difficult · Legal obligation · Liable for debts · Articles of Partnership · Arbitration Restructuring through diversifying · Unsystematic risk · Systematic Risk · Includes strikes, natural disasters, fires or sluggish sales. · Diversify Creating a global business · Transaction Exposure · Translational Exposure · Economic Exposure · The rate of exchange in which cash payments result in a different rate of exchange. · The net worth of a company changing because of fluctuating of assets/liabilities where the foreign currencies are dominates. · When the present value of future cash flows has been affected due exchange rate movements. · Hedging Table 5 - Optimal Solution Implementation Plan Deliverable Timeline Who is Responsible Lester Electronics, Inc.
(LEI) will develop an implementation plan to merge with Shang-wa Electronics (SWE). 3 months Bernard Lester, CEO of LEI, Anne Lorale, CFO of LEI, John Snow and the Board of Director's for LEI, John Lin, CEO of SWE and his Board of Director's. LEI and SWE will lease the building and capital necessary to open the Asia capacitor manufacturing plant. 3 to 6 months Bernard Lester, CEO of LEI, Anne Lorale, CFO of LEI, John Lin, CEO of SWE. LEI and SWE will set inventory turn rates in the new Asia manufacturing plant using the inventory turnover ratio to reduce debt and move products timely. 9 months Anne Lorale, CFO of LEI, and the plant manager. LEI and SWE will determine company dividend payouts to pay shareholders. 12 months Anne Lorale, CFO of LEI. LEI and SWE will open a new capacitor manufacturing plant in Asia to meet growing demand. 12 months Bernard Lester, CEO of LEI, John Lin, CEO of SWE, and a real estate company. LEI and SWE will reduce their debt-ratios to produce consistent earnings to shareholders and reduce interest expenses. 24 months Anne Lorale, CFO of LEI. Table 6 - End State Goals End-State Goals Metrics Target Lester Electronics, Inc (LEI) will preserve their competitiveness in the market with the Shang-wa Electronics (SWE) merger Percent of market share held by LEI Obtain 15% of the Market Share in Asia and 20% in the US within the next 5 years. LEI will sustain their longevity with the SWE merger Years in business after the merger To still be in business in the years following the merger. LEI will ensure the supply of capacitors Number of capacitators supplied The same number or more capacitators supplied after the merger as before the merger. LEI will keep stock prices from falling drastically Price of Stock Stocks will drop less than 10% in the year following the merger. LEI will venture into other markets Number of Markets entered after the merger Enter into at least 2 new markets in the next 5 years LEI will ensure that their finances will remain stable Debt/Equity Ratio A debt to equity ratio that is 1 or lower.
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