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Cooper Industries

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Cooper Industries Inc. is the manufacturer and leading producer of engines and big compressors for oil and gas extraction industry. The firm had been heavily dependent on oil and gas sector for its sales and major earning; fluctuations due to cyclic nature of industry concerned its management. Although long-term sales and earnings growth for Cooper had been above average, its stock was less attractive to investors due to higher risk and earnings volatility. Cooper’s earlier acquisitions resulted in diversity of markets but did not result in reduction of earnings volatility.To reduce the risk, management initiated an acquisition strategy to diversify its product portfolio. An acquisition criteria was established that called for acquisition of leading companies of their respective market segments.
Cooper acquired three different companies under its acquisition strategy but failed to tempt management of Nicholson File Company for a merger three years ago. However now with Nicholson in play, there was an opportunity for Cooper to acquire a controlling interest in the company. In May 1972, Robert Cizik, executive vice president of Cooper needed some answers before proceeding with appropriate course of action for this opportunity.
QUESTIONS
1. Should Mr. Cizik of Cooper Industries try to gain control of Nicholson File Company in May 1972? 2. What is the maximum price that Cooper can afford to pay for Nicholson and still keep the acquisition attractive from the standpoint of Cooper? 3. What are the concerns and bargaining positions of each group of Nicholson stockholders? What must Cooper offer each group in order to acquire its shares? 4. On the assumption that the Cooper management wants to acquire at least 80% of the outstanding Nicholson stock and to make the same offer to all stockholders, what offer must

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