Question
Suppose you are leading the team of sell side advisors of a company (Company A) in Country X that is producing chemicals in two plants
Suppose you are leading the team of sell side advisors of a company (Company A) in Country X that is producing chemicals in two plants (City 1 and City 2) in Country X. Following information is briefed to you by your associates.
- Company A is the market leader in Country X with a 50% market share and is debt-free
- Company A is wholly owned by Orange Holding
- Company A produces considerable raw materials for another Orange Holding Company, Orange Inc., the supply of which is vital for the production process. Orange Inc. is a giant of its sector, with 2014 sales and EBITDA of USD 1 bn and USD 200 mn, respectively
- Company A has 2014 EBITDA of USD 25 mn over sales revenues of USD 200 mn
- Plum Holding owns a smaller, yet very comparable Company B, that has EBITDA of USD 5 mn over sales of USD 100 mn. Plum Holdings Plum Inc.., another group company, is a client of Company A and is an important competitor of Orange Plc. Plum Inc. has a market capitalization of USD 50 mn and carries a net financial debt of USD 30 mn. Plum Inc.s stock is publicly traded with ample liquidity; i.e. it is safe to assume that the market cap can be considered an important proxy of the value of the company.
You have identified a wide range of potential buyers, who have finalized the analysis of Company A. They also have submitted their non-binding bids for Company A along with their comments on the SPA draft that you have made available to potential buyers. A brief description of their offers is as follows:
Potential Buyer | Non-Binding Bid (USD mn for 100% of the shares of Company A) | Strings attached to the draft SPA |
Buyer 1 | 200 | None |
Buyer 2 | 250 | Some |
Buyer 3 | 450 | Many |
Buyer 4 | 500 | Many |
Buyer 5 | 500 | Few |
Buyer 6 | 550 | Far too many |
Plum Holding | 600 | None other than a simple non-compete agreement for five years |
- Prepare a brief one-pager for the Board of Orange Holding with your opinion on the likely buyers and recommendations
- In the final negotiation stage, please outline which potential buyer you would eliminate and which not, with a brief rationale and necessary additional assumptions, when necessary
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