World Beaters, a maker of electric mixers and other kitchen appliances, is considering a hostile takeover of Gadgets ’N More, a catalog retailer specializing in products for the kitchen.
Lars Clausen, deputy chief financial officer for World Beaters, is preparing a report on the merger for senior management.
After a review of financial literature on mergers and extensive interviews with managers for both World Beaters and Gadgets ’N More, Clausen submits a report recommending against the merger. The reasons for his disapproval are listed below:
Gadgets ’N More has a higher growth rate than World Beaters, and a purchase will lower per-share profits.
Shareholders will not benefit from World Beaters’ new lower financing rates.
Shareholders of Gadgets ’N More are likely to see more market gains than shareholders of World Beaters.
Because the merger must be an acquisition of assets, World Beaters will need shareholder approval from Gadgets ’N More.
Which of Clausen’s arguments against the merger is least valid?
A) |
Gadgets ’N More has a higher growth rate than World Beaters, and a purchase will lower per-share profits. | |
B) |
Shareholders will not benefit from World Beaters’ new lower financing rates. | |
C) |
Because the merger must be an acquisition of assets, we will need approval from Gadgets ’N More shareholders. | |
In an acquisition of assets, the acquirer buys assets directly from the company, skirting shareholders. As such, the claim that World Beaters will need shareholder approval is false, and the argument is invalid. When a high-growth firm purchases a low-growth firm, per-share profits are temporarily boosted, thus lowering future growth prospects on a per-share basis. Since Gadgets ’N More has a higher growth rate than World Beaters, the effect will be just the opposite, depressing EPS in the near term. While the acquisition could boost the growth rate going forward because of the depression of current earnings and the integration of a faster-growth business, this could indeed be used as an argument against a merger, as in some cases, any one-time decline in EPS is unacceptable. As such, this argument is somewhat valid. Lower financing rates benefit the company, but usually not shareholders, because the company’s price likely reflects the fact that shareholders of both companies end up guaranteeing each other’s debt. Shares of acquired companies tend to rise more than those of acquirers, and Clausen’s criticism of the dichotomy of returns is valid.
World Beater’s proposed purchase of Gadgets ’N More is a:
In a vertical merger, the acquiring company moves up or down the supply chain. In this case, World Beaters wants to buy a retailer that sells its products, moving up the supply chain toward consumers. |