12

Case 70

Computer Concepts/Computech

Mergers

Directed

In recent years, it has become fairly common for computer hardware and software companies to merge with one another in an effort to gain economies of scale and scope and thus be better able to compete with larger rivals in the marketplace. The mergers are generally either horizontal (for exam­ple, when two software companies merge to expand their product lines) or vertical (for example, when a hardware company acquires a software company to obtain software to package with its computers.)

CompuTech Industries was recently bitten by the merger bug. The company was founded by Marco Garibaldi in the basement of his parents’ home in 1983. Garibaldi had no intentions of com­peting with the “giants” in the industry (Microsoft, Lotus, etc.), but rather finding a market niche of his own. Garibaldi envisioned selling software to individuals at a low economical price and grabbing the low-price end of the market.

Garibaldi was a mathematical wizz and “computer hacker” who had dropped out of college because he was not intellectually challenged. The idea for CompuTech actually originated from one of Marco’s other hobbies—writing science fiction novels. Although Marco enjoyed concocting his sci-fi stories, he hated spending endless hours retyping manuscripts to correct his typographical errors. He surmised that college students probably disliked this chore at least as much as he did, so he set out to develop a user-friendly word processing computer program aimed at high school and college level students. He called the computer software program WordPro Easy, and it was an overnight success. In fact, the program received wide acceptance from both the academic and the business communities. Marco had not foreseen how quickly CompuTech would grow and the amount of capital that would be necessary to fund its growth. However, he received numerous offers from venture capital funds, and this supported early growth. Marco’s goal was to take the firm pub­lic, which he did in 1990. By December 31, 1995, CompuTech’s stock was selling for $25 per share, and there were 10 million shares outstanding.

During the company’s 12 years of existence, CompuTech developed a solid reputation for ingenuity, reliability, and timely introduction of new products. In addition, unlike many of its rivals, CompuTech maintains a toll-free telephone technical support service for users, and it uses information from the service both to identify and correct potential program bugs and to get ideas for Product improvements. Consequently, WordPro Easy has been updated frequently, enabling it to maintain its strong market position. More recently, the firm’s programmers created a presentation

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package _call_ed Ch_art E_{asy t}h_at h_{as a}l_so receiiivyedfreweidfreommaerrkreotrsa.cceptance because, _al_ri_kk_ee_t.W_ito_fr_od_uP_nr_do Easy, it is innovative, easy to use, and relatively

However, when CompuTech attempted to enter the financial spreads

partly due to the market s

not pecaught rceptperception ,t that thett _hl y_e d_fiu_re_mto

_s

the going much rougher. Its product. Spreadsheet Easy, has simply

CompuTech’s late entrance into the market, par

expertise is not financial software, and partly because other firms’                            sGaribaldi

established hold on the market. This failure to enter the financial

worried, because rival software companies are increasingly bundling v.Garibaldi _rib their _fw_eo_arr_s. word p_coro_rrc_ee_cs_ts_li_yng_t._hap_ire_i–_t. sentation, and financial software programs into one “office suite.

CompuTech were to follow the market and bundle its software programs mmsairnkteotafnoollfofiwcienpga. cGkaargieb,atlhdei package would fail because Spreadsheet Easy doesn’t have a strong

believes that CompuTech’s continued success lies in finding a firm which enjoys

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reputa-

tion to CompuTech’s, but one that specializes in financial spreadsheet pro

a strong market following.

One potential acquisition candidate is Computer Concepts Inc. (CCI), a firm that specializes in accounting, finance, and tax return software programs. Like CompuTech, CCI was founded in the early 1980s, expanded with the help of venture capitalists, and went public in 1993. (Three million shares had been offered at $1.25 per share, and 2.5 million shares were actually sold to raise $2.5 mil­lion, net of underwriting fees.) CCI’s financial spreadsheet program, Model Pro, was an initial suc­cess and has been continually updated to meet changing market demands. Consequently, it has an excellent market following. Also, Model Pro was written so that a spreadsheet created by it could be incorporated as text into most word processing programs (including WordPro Easy). The firm’s one perceived weakness is its lack of diversity in software product offerings. Garibaldi views a merger with CCI as a perfect fit with CompuTech—such a merger would provide a way for CompuTech to enter the financial software market and thus solve his office suite problem.

The primary issues now facing CompuTech are (1) how much to offer for CCI’s stock and (2) how to approach CCI’s management. Marco Garibaldi and his staff are good at developing computer software programs, but they are not finance experts and are not experienced with acquisi­tions. So, rather than taking a chance on making a mistake, they decided to bring your consulting firm in to advise them on the CCI merger.

Table 1 provides some information on CCI. The stock is traded infrequently and in small blocks, and while the last trade was at a price of $1.50, it would probably run up sharply if a large buy order were placed. CCI’s beta coefficient is 1.6, and that number is close to the average beta for publicly traded computer software companies. If the acquisition takes place, CompuTech would increase CCI’s debt ratio from 10 to 25 percent, and consolidation of income for tax purposes would move CCI’s 30 percent federal-plus-state tax rate up to that of CompuTech’s, 40 percent.

CCI’s management owns about 30 percent of the stock, which is substantial but not enough to completely block a merger. They might fight to keep the firm independent if CompuTech makes an offer, but there is a chance that they would welcome a chance to sell out. They also might want to remain active, but would appreciate being acquired by a firm which would provide them with prod­uct diversity, something that it is currently lacking. To the best of Marco Garibaldi’s knowledge, CCI’s managers have had no discussions with anyone about a merger, and the few analysts who fol­low the stock have not said anything about the possibility of a takeover. However, Garibaldi is afraid some other software company might force a bidding war if CompuTech decides to make an offer. CCI does not appear to be large enough to interest companies like IBM or Microsoft, but such a company might decide to buy CCI for its accounting and tax applications and then cultivate them.

Marco Garibaldi wants your opinion on how CompuTech should approach CCI’s manage ment. should he decide to make an offer. One possibility would be to go to its management with a relatively low offer which could later be increased if necessary. Another would be to come in with a high offer and attempt to preempt any outside challenge. Athird plan would be to by-pass man-

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agement altogether and make a tender offer directly to CCI’s stockholders. So, part of your task is _to discuss the pros and cons of these approaches, plus any others you might think of.

CompuTech has, in the past, built its software business “from the ground up” rather than

rough acquisitions, and some of Garibaldi’s managers prefer internal expansion to acquisitions. th

Therefore. Garibaldi wants you to include, in your report and presentation, a discussion of mergers versus business creation to achieve CompuTech’s strategic objectives. He also wants you to com­ment on whether there might be any legal impediments to a merger with CCI. A discussion of the pros and cons of a hostile versus a friendly merger would also be helpful.

The proper price to offer is a critical issue. CCI’s most recent stock price was $1.50 per share, and there are 3,000,000 shares outstanding. That suggests that CCI’s value is $4.5 million. However, analysts often look at other data when appraising the value of stocks such as CCI for acquisition pur­poses, and they consider valuation multiples such as those shown in Table 1. The weights given to the different multiples are somewhat arbitrary, and they vary from situation to situation. Also, some analysts rely almost totally on a DCF calculation and use the multiples, if at all, simply as a check to see if their DCF analysis is in the right ballpark. The multiples given in Table 1 are recent averages for software companies, but actual multiples for individual companies vary substantially depending on the circumstances. Higher multiples are generally used for more rapidly growing firms, or for firms with more growth potential, while lower multiples are used for highly leveraged firms.

In addition, the stock prices of independent companies are frequently bid up over their going concern values once investors start thinking of them as acquisition candidates. Garibaldi does not think such a “merger premium” is reflected in CCI’s current stock price, but he is not sure about this. If no merger premium is currently embodied in the price, then CompuTech would probably have to offer a premium to get CCI’s stockholders to agree to sell. So, Garibaldi wants to know the maxi­mum price CompuTech could afford to pay without diluting its own value. He also wants to know the minimum price CCI’s stockholders are likely to accept. Then, if the price CompuTech can afford exceeds the price CCI will accept, a merger is at least feasible.

To find the maximum price CompuTech can pay, Garibaldi wants you to develop pro forma financial statements and then use them to determine the cash flows CompuTech would realize if it buys CCI. The present value of those cash flows can then be used to estimate the maximum offer price. Of course, Garibaldi would like to buy CCI at a lower price, because the merger will not benefit CompuTech’s current stockholders unless it can be completed at a price less than the PV of the cash flows.

It may turn out that CCI’s management would welcome a merger, in which case they may not bargain too hard. However, since the management team owns 30 percent of the stock, they will want to get a high price, and that (plus a legal obligation to do so) might lead them to solicit com­peting bids. Also, you know that CCI’s management team is relatively young and aggressive, so they probably will not want to retire. Therefore, what they are offered in terms of employment, and their compensation package, will have an effect on their attitude toward a merger. Garibaldi wants you to address that issue.

Table 2 contains some pro forma financial data that Garibaldi’s people worked up from the set of data CCI disclosed as a part of its recent public offering. The data in Table 2 assume a takeover by CompuTech. The required addition to retained earnings represents the amounts that would be necessary to finance the projected growth. Although specific estimates were only made for 1996 through 1999, the acquired company would be expected to grow at a 5 percent rate in 2000 and beyond. However, actual _cgr_cor_,s growth could be greater or less than the expected growth rate, and this would significantly  the

estimated important part of the merger analysis involves determining a discount rate to apply to

mated cash flows. In its merger work, your consulting firm uses a procedure developed by Professor Robert Hamada of the University of Chicago to adjust betas to reflect differing degrees ^of financial leverage. Hamada’s basic equations are given below:

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Formula to unlever beta:               ^bu – ^—-71(1EW1+(      •

Formula to relever beta:                    b_L = h_u[ +( 1-T)(D/S)).

Here b_u is the beta that CCI would have if it used no debt financing (the inherent beta of the assets). T is the applicable corporate tax rate, and D/S is the applicable market value debt_:to-equity ratio. As shown in Table 1, the T-bond rate is 6.5 percent, and your firmis economists estimate that

the market risk premium is currently 5 percent.

Your task now is to complete a report in which you first address the issue of whether or not CompuTech should attempt to take over CCI. Based on your discussions with Garibaldi, you know that you should consider questions such as the following: If an attempt is to be made, how much should CompuTech offer, what is the maximum price it can afford to pay, and how would CCI’s cur­rent management be likely to respond? Would CompuTech want CCI’s current management team to stay on, or would CompuTech be better off if it replaced CCI’s managers with its own people? Do the ratios provided in Table 2 look reasonable, or do they cast any doubts on the forecasts? Should CCI’s stockholders be offered cash, debt securities, or stock in CompuTech? In addition to the pro­jected cash flows, is there the potential for some “strategic option value” if CCI is acquired. and if so. how should this be factored in? Recognize that either Garibaldi or one of the other CompuTech managers could ask you follow-up questions. so you should thoroughly understand the implica­tions of your analysis. To help structure your report, answer the following questions.

QUESTIONS

1.            Several factors have been proposed as providing a rationale for mergers. Among the more prominent ones are (I) tax considerations, (2) diversification, (3) control, (4) purchase of assets below replacement cost, and (5) synergy. From the standpoint of society, which of these reasons are justifiable? Which are not? Why is such a question relevant to a company like CompuTech, which is considering a specific acquisition? Explain your answers.

2.            Briefly describe the differences between a hostile merger and a friendly merger. Is there any reason to think that acquiring companies would, on average, pay a greater premium over tar­get companies’ pre-announcement prices in hostile mergers than in friendly mergers?

3.            Complete CCI’s cash flow statements for 1996 through 1999. Why is interest expense typi­cally deducted in merger cash flow statements, whereas it is not normally deducted in capital budgeting cash flow analysis? Why are retained earnings deducted to obtain the free cash flows?

4.            Conceptually, what is the appropriate discount rate to apply to the cash flows developed in
Question 3? What is the numerical value of the discount rate? How much confidence can
one place in this estimate, i.e., is the estimated discount rate likely to be in error by a small
amount, such as 1 percentage point, or a large amount, such as 4 or 5 percentage points?
Would an error in the discount rate have much of an effect on the maximum offer price?

5.            What is the terminal value of CCI, that is, what is the 1999 value of the cash flows CCI is expected to generate beyond 1999? What is CCI’s value to CompuTech at the beginning of 1996? Suppose another firm was evaluating CCI as a potential acquisition candidate. Would

they obtain the same value? Explain.

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6 _a CCI’s management has a substantial ownership interest in the company, but not enough *    to block a merger. If CCI’s managers want to keep the firm independent, what are some
actions they could take to discourage potential suitors?

b.  If CCI’s managers conclude that they cannot remain independent, what are some actions they might take to help their stockholders (and themselves) get the maximum price for

their stock?

c.   If CCI’s managers conclude that the maximum price others are willing to bid for the

company is less than its “true value,” is there any other action they might take that would benefit both outside stockholders and the managers themselves? Explain.

d.  Do CCI’s managers face any potential conflicts of interest (agency problems) in their negotiations with CompuTech? If so, what might be done to reduce conflict of interest problems.

7.  CCI has 3 million shares of common stock outstanding. The shares are traded infrequently and in small blocks, but the last trade, of 500 shares, was at a price of $1.50 per share. Based on this information, and on your answers to Questions 5 and 6, how much should CompuTech offer for CCI, and how should it go about making the offer?

8.  Do you agree that synergistic effects probably create value in the average completed merger? If so, what determines how this value is shared between the stockholders of the acquiring and acquired companies? On average, would you expect more of the value to go to the acquired or to the acquiring firm? Explain your answers.

9.  A major concern when analyzing any merger is the accuracy of the cash flows. How would the maximum price vary if the variable cost percentage were greater or less than the expected 80 percent? If you are using the spreadsheet model, do a sensitivity analysis on the variable cost ratio, and also determine the maximum percentage that would justify a price of $3.50 per share. If you do not have access to the spreadsheet model, simply discuss the issue, and explain why managers would be interested in such a sensitivity analysis.

10.          What rate of return on equity is projected in the analysis? Should the projected ROE make

you want to question the assumptions that went into the cash flow and financial statement projections?

11.          Would the response of CCI’s stockholders be affected by whether the offer was for cash or for stock in CompuTech? Explain.

12.          What are your final conclusions? Should CompuTech make an offer, and if so, should they try for a friendly deal; what price per share should they offer; how should they make pay­ment; and should they try to retain the present management’?

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TABLE 1

Selected Data Related to the Potential CC! Merger

Data on ca

1995 Assets (end of year) 1995 Sales

1995 Net Income Estimated beta coefficient Debt ratio

Tax rate

Shares Outstanding

Latest price per share

Pro forma Data Assuming CCI is operated by CompuTech starting in 1996:

1996 Assets (end of year)                                                       $ 3,450,000

1996 Sales                                                                                       12,000,000

1996 Net Income                                                                                                                                 808,650

Debt ratio                                                                                                                                                                       25.0%

Tax rate                                                                                                                                                                          40.0%

Sales growth, 1996-1999                                                                                 20.0%

Assets growth, 1996-1999                                                                                 15.0%

Long-run growth rate in sales and assets                                                                                                        5.0%

Valuation Multiples (averages for young, rapidly growing software firms):

The weights given to valuations based on these multiples are judgmental, not set by some formula. Note too that some people would give no weight whatsoever to valuations based on these multiples, relying instead only on DCF, i.e., giving 100 percent of the weight to the PV of cash flows.

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