Lester Electronics Gap Analysis
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Gap Analysis: Lester Electronics
Lester Electronics Inc. (LEI) is a consumer and industrial electronics parts distributing company that markets its products to small local distributors throughout North, South, and Central America and Europe. The company also markets to small to medium-sized original equipment manufacturers and repair facilities. In 1978 LEI entered into an exclusive distribution contract with Shang-wa Electronics. Lester Electronics (LEI) and Shang-wa have been close partners for nearly 35 years. LEI is faced with the decision to align with Shang-wa Electronics to establish a new capacitor manufacturing facility in a neighboring Asian country, acquire Shang-wa outright, or sell the firm to Avral Electronics, Inc., (University of Phoenix, 2007). “The issue translates into an opportunity to increase revenues through sources of synergy — revenue enhancement, cost reduction, lower taxes, and lower cost of capital,” (Ross, Westerfield, & Jaffe, 2005). Clearly, the firm must study the options carefully and make a decision timely in order to maximize wealth for its shareholders. The owners of these two companies are also close friends. As business owners they have worked hard to increase market share, maximize profits, and ultimately share their success. Difficult decisions will have to be made especially now that the boards of directors at Lester have given the green light to merge with Shang-wa. A hostile takeover looms in the horizon and LEI cannot afford to stand on the sidelines and sit idle since 40% of their revenues and products come from Shang-wa. The board has asked the leadership team to move forward with a financing recommendation
Situation Analysis
Issue and Opportunity Identification
The major issue confronting Lester is to repel the hostile takeover that Transnational Electronics Corporation (TEC) is proposing with Shang-wa. If TEC takes Shang-wa over then Lester loses its key supplier and ultimately be detrimental. Shang-wa also realizes that if it does not cooperate with TEC the situation could turn hostile. After Shang-wa was approached by TEC John Lin went direct to Bernard Lester to propose a partnership or joint venture agreement. John Lin ultimately wants to retire and since he does not have a successor wants the company to be in good hands and for Lester they continue to have their key supplier. Lester will have to do their research and perhaps convince Linn that merging is the best alternative to a partnership. The executive team will have to examine operational exposure and exchange rate currency fluctuations. Lester will also have to determine if they have the financial capacity to complete the merger. According to (Ross, 2005), “there are three basic legal procedures that one firm can acquire another: (1) merger or consolidation, (2) acquisition of stock, (3) acquisition of assets”. Lester will have to decide which option is best for them as they pursue Shang-wa. Lester also must determine the synergy of the acquisition. The executive team must ask and calculate if the acquisition will create (Ross, Westerfield, & Jaffe, 2005):
revenue enhancement
marketing gains-strategic benefits-market or monopoly power
strategic benefits-cost reduction-economies of scale-vertical integration-inefficient management-complementary resources
tax gains-net operating loses-unused debt capacity-surplus funds
cost of capital
On the surface synergies already exists between these two firms. Lester must convince their shareholders to accept the board’s proposal. A merger must be approved by a vote of the stockholders of each firm. Typically, votes of the owners of two-thirds of the shares are required for approval. Once the stockholder’s approve the deal then financing can be arranged. Financial planning establishes guidelines for change in the firm. These guidelines should include (1) an identification of the firms financial goals, (2) an analysis of the differences between these goals and the current financial status of the firm, and (3) a statement of the actions needed for the firm to achieve its financial goals (Ross, Westerfield, & Jaffe, 2005). According to Ross, Westerfield, & Jaffe (2005), “Managers should choose the capital structure that they believe will have the highest value, because this capital structure will be most beneficial to the stockholders” (p. 404). An adequate mixture of stocks and bonds will essentially yield a higher overall value. LEI will face a critical issue of avoiding errors by obtaining the wrong type of financing or by overestimating or underestimating the amount of financing that will be needed. Methods of raising financing include, self funding from existing cash flows, debt funding borrowed from others, and equity funding that is raised by selling to others an interest in the business. LEI can also source their debt for additional capacity. The decision discipline as a whole may be divided between medium-term working capital management and long-term capital investment decisions. Medium-term financing is usually required for a 3 to 10 year period and is principally used to finance the actual business merger itself. Medium-term finance takes the form of term loans, leasing, warrants, and convertibles. Term loans are for an agreed period, where principal and interest are paid off in monthly payments. Long-term financing is used to fund the purchase of assets from the merger. Three primary sources of capital available to LEI are shareholders equity — i.e. money from investors, borrowed funds — e.g. from lending institutions or other sources, and reserves — i.e. profits that have been put back into the business. Other long-term financing options include the issuance of common and preferred bonds. Preferred stock has some of the features of debt and some of the features of common equity. Holders of preferred stock have preference in liquidation and in dividend payments compared to holders of common equity. An additional challenge will be how to value the merger. Discounted cash flows would be one technique as would multiples of earnings, revenue, or free cash flows. A valuation of synergies expected from the merger might also prove useful. NPV analysis can be used to determine how much needs to be financed for this merger. However, the NPV of Shang-wa is more difficult