The company's raw material supply (Sheets, plates, and coils) of various metals came from various producers. RSE International's plants were ample, modern, well-equipped with substantially newer machinery, and adequately served by railroad sidings. The firm was considered a low-cost producer that possessed unusual production knowledge. It was also known as a tough competitor.
Eliot and his management team had initiated several changes to help increase RSE's profit margins. Chief among them, in late 2006, had been the implementation of Project CORE, a business wide initiative to improve and unify the corporate wide information systems. This project had already identified numerous opportunities for improving profits and sales. As a result, RSE's latest and earnings forecasts projected a steady increase over the next five years. The current plan (excluding merger growth) called for sales to hit $3 billion within five years (Exhibit 5). Despite Eliot's confidence and optimism for the future of the company, he believed that the stock market still undervalued his firm's shares.
The Situation
During the early part of 2008, a series of group meetings had taken place between Tom Eliot and Bill Flinder and their respective advisers. It seemed clear to both parties that both FVC and RSE could profit from the merger. By early May, a broad outline of the merger seemed to be developing. Flinder Valves was as to preserve FVC's identity. The two sides had explored some of the governance and compensation issues in the merger. Flinder would be retained along with his top management team and all other employees. No layoffs were contemplated, This reflected RSE's intention to invest in and grow the FVC operation. FVC's solid management team was one of the factors that had attracted RSE in the first place, and Eliot wanted to keep the same management in place after the merger. Flinder would receive a generous option-based incentive bonus that could result in a salary increase of between $50,000 and $200,000 per year. Because Flinder was 62 years old and nearing retirement, the compensation package was meant to retain him in the coming years as he trained a new chief executive.
The price of the deal was less clear. FVC’s shares traded on the NASDAQ, whereas RSE’s traded on the American Stock Exchange. The market capitalizations for FVC and RSE were approximately $100 million and $1.4 billion, respectively. Both companies had experienced recent rapid rises in share price due to strong performance despite the weak economic environment. Exhibit 6 Shows recent share prices for Flinder Valves and RSE.
The financial advisors had collected a variety of relevant capital-market data. Exhibit 7 provides valuation information on exchange-listed comparables for Flinder Valves and RSE. Exhibit 8 presents information on recent related acquisitions. Exhibit 9 presents historical money-market and stock-return data through May 2008. RSE’s debt was currently rated Baa.
Flinder had shared FVC’s current corporate – financial – statement forecast with Elion but had emphasized that did not include any benefits of the merger or the benefits of promising new technologies, such as the widening gyre (Exhibit 10). The reluc – tance to include the widening gyre project stemmed from the substantial uncertainty remaining regarding its potential economic benefits.
The companies had yet settle on the form consideration, either cash or RES stock, that would best serve the parties to the deal. Eliot expected that. RES had the financial capacity to borrow the entire amount through is existing credit facilities. Roughly 70% of the Flinder Valves stock was held by its board of directors and their families. Including the 20% owned by the Auden Company and 40% owned by Bill Flinder. The Auden Company did not object to the merger, but it had given notice that it would sell any RSE shares received in the deal. The Auden Company was about to undertake a new expansion of its own. And its executives were not disposed to keeping tag ends of minority interests in company such as RSE. They saw no reason, how – ever, for not maintaining their satisfactory business relationship with the Flinder Valves enterprise if it became a division of RSE International.
RSE International’s stock had a beta of 1.25; the beta for FVC was 1.00, based on the most recent year’s trading prices. Both companies faced a marginal tax rate of approximately 40%