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A "Compelling and Pre-emptive" Offer for the Valspar Corporation
內容大綱
In May 2015, the chief executive officer (CEO) of the Valspar Corporation (Valspar) contacted the CEO of an industry competitor to discuss a potential strategic combination of the two companies. As discussions continued, Valspar's board and senior management realized that an alternative strategic collaboration might be more beneficial, so Valspar then contacted the CEO of the second-largest comparable firm in the industry, Sherwin-Williams, which had previously expressed an interest in a business combination with Valspar. Valspar was awaiting a "compelling and pre-emptive" offer from Sherwin-Williams on an "accelerated timetable." However, several questions remained. What maximum price could be justified in a bidding contest? What was the probability that antitrust regulators would eventually block the deal, resulting in a waste of time and resources to structure a deal that would later collapse? Could the negotiating teams for Valspar and Sherwin-Williams structure the merger agreement to allow for a potential consent decree?