Group-13 Case 12
Group-13 Case 12
TEAM ALPHA
Report
On
Case analysis of
“THE EMPIRE COMPANY LIMITED — THE OSHAWA GROUP
LIMITED PROPOSAL”
Submitted To
Chandon Kumar Paul
Dept. Of Finance & Banking
Jatiya Kabi Kazi Nazrul Islam University
Trishal , Mymensingh
Submitted By
Team Alpha
Name ID
ABU HORAYRA 17132612
ANTORA BASAK 17132611
TANJIL AHMED 17132649
Date of Submission
18th September, 2022
Letter of Transmittal
Date:18 September, 2022
Chandon Kumar Pal
Assistant Professor
Department of Finance and Banking
Jatiya Kabi Kazi Nazrul Islam University.
Subject: Submission of report on case analysis of "Empire Company Limited-The Oshawa
Group Limited proposal”.
Honorable Sir,
This is a great pleasure for us to submit the group report on the case analysis on ”Empire
Company Limited - The Oshawa Group Limited proposal “as a partial requirement of the
M.B.A. program in Jatiya Kabi Kazi Nazrul Islam University . Writing this report has been a
great pleasure & an interesting experience. To prepare this report we've tried to analyze the
company. This case study helped us tremendously to understand the implication of theoretical
knowledge in the practical field.
We have undertaken our sincere effort for successful completion of this report. If we've any
unintentional error and omission that may have entered into this report will be considered with
sympathy.
Therefore, We, beg your kind consideration in this regard, we will be very grateful if you
acceptor report and oblige thereby.
Sincerely yours,
On the behalf of (Team Alpha)
ACKNOWLEDGEMENT
We are grateful to get this opportunity to give special thanks to the persons whose ideas, views
and supports have provided fluency to prepare this report and also enriched this report. And also
grateful to the persons whose books and related materials give continuous support to write this
report.
We are greatly appreciated and inspired by Chandon Kumar Pal, sir, Assistant Professor,
Department of Finance and Banking to write this report on the case study of Empire Company
Limited-The Oshawa Group Limited proposal. Finally, we would like to thank all others whose
strong support makes us able to complete this report.
Executive Summary
Retail is the sale of goods and services to consumers, in contrast to wholesaling, which is sale to
business or institutional customers. Examples of retail businesses include clothing, drug, grocery,
and convenience stores.
Empire Company Ltd.is a Canadian Company which headquartered in
Stellarton,Nova,Scotia.This company’s krybusinesses are food retailing, through wholly owned
subsidiary Sobey. And the company grew into a diversified holding company with interests in
food distribution, real estate and corporate investment activities. The retailed group operated 112
stores under Sobeys name and it is the largest food retail and distribution company in Atlantic
Canada. The main focus of the real estate group was the acquisition, development and
management of properties portfolios. Oshawa was a food retail wholesale and distribution
company. And they are now divided into several parts. Empire company analysis the proposals
of Oshawa. And thus, they are also Atlantic Canadians largest chain of movie theater with more
than hundred screens and the empire theatre name.
Contents
Origin of the Study ........................................................................................................................................ 7
Objectives of the Study ................................................................................................................................. 7
Scope of the Study ........................................................................................................................................ 8
Methodology of the Study ............................................................................................................................ 8
Data Analysis Tools ...................................................................................................................................... 8
Limitations .................................................................................................................................................... 8
Chapter 1: Introduction ............................................................................................................................. 9
1.1 Overview Empire Company Limited: ............................................................................................ 9
1.2 Analysis Of the Economy: ........................................................................................................... 11
Canada's Top Industries: ........................................................................................................................ 12
• Real Estate, ..................................................................................................................................... 12
• Manufacturing, ............................................................................................................................... 12
• and Mining. ..................................................................................................................................... 12
Canada's Top Trading Partners: .............................................................................................................. 12
1.3Analysis Of Industry: .......................................................................................................................... 12
1.3.1 Porter’s Five Forces Model: ........................................................................................................... 12
Previously the.......................................................................................................................................... 13
. ............................................................................................................................................................... 16
1.3.2 Pestel Analysis................................................................................................................................ 16
Political Factors: ............................................................................................................................... 16
Economic Factors: ............................................................................................................................ 17
Social Factors: ................................................................................................................................... 18
Technological Factors:...................................................................................................................... 19
Environmental Factors:.................................................................................................................... 20
Legal Factors: .................................................................................................................................... 20
1.3.3 SWOT Analysis: .............................................................................................................................. 21
1.3.4 VRIO Analysis: ................................................................................................................................ 25
Chapter 2 - Problem Statement ............................................................................................................... 27
Chapter 3 Competitive landscape: .......................................................................................................... 29
3.1.1 Loblaws: ......................................................................................................................................... 29
3.1.2 Metro Richelieu:............................................................................................................................. 29
3.1.3 Provigo: .......................................................................................................................................... 30
3.1.4 Overwaitea food Group: ................................................................................................................ 30
3.1.5 Canada Safeway: ............................................................................................................................ 30
3.1.6 The Great Atlantic and Pacific Company of Canada ltd: ................................................................ 30
3.2 Pros and Cons of Negotiation with Oshawa: .................................................................................... 31
Chapter 4: Financial Analysis.................................................................................................................. 32
4.1Analysis of each alternative: .............................................................................................................. 32
4.1.1 VALUATION-STAND ALONE BUSINESS:........................................................................ 32
4.1.2 Working Capital: ..................................................................................................................... 33
4.1.3 WACC:...................................................................................................................................... 34
4.1.4 Terminal Value: ....................................................................................................................... 35
4.1.5 VALUE OF PROPOSED SYNERGIES: ............................................................................... 36
4.1.6 ACQUISITION BID: ............................................................................................................... 38
4.1.7 FINANCING OF THE OFFER: ............................................................................................. 38
4.2 Financial Statement: ........................................................................................................................ 39
4.3 Ratio Analysis: Empire Company Limited ......................................................................................... 42
4.4 Business Risk Analysis: ...................................................................................................................... 49
.................................................................................................................................................................... 50
4.5 Financial Risk Analysis: ...................................................................................................................... 52
................................................................................................................................................................ 52
Chapter 5: Alternative Course of Actions: ............................................................................................. 53
Chapter 6 : Recommendation: ................................................................................................................. 54
6.1. Strengthen distribution network: .................................................................................................... 54
6.1.1. Control: .................................................................................................................................... 54
6.1.2. Stronger relation with consumers: ........................................................................................ 54
6.2. Develop unique marketing tactics: .................................................................................................. 54
6.2.1. Higher penetration: ................................................................................................................... 55
6.2.2. Forming a partnership with consumers: .................................................................................... 55
6.3. Adapt to different cultural aspects of different markets:................................................................ 55
6.3.1. Identify different consumer group characteristics:.................................................................... 55
6.3.2. Adapt to and respond to characteristics: ................................................................................... 55
6.4. Expand into new regions:................................................................................................................. 55
6.4.1. Market expansion: ..................................................................................................................... 55
6.4.2. Product diversification: ............................................................................................................. 56
6.5. Strengthen value network: .............................................................................................................. 56
Chapter 7 : Conclusion:............................................................................................................................ 57
References:................................................................................................................................................. 59
Appendix: .................................................................................................................................................. 61
4.4 Business Risk Analysis: ...................................................................................................................... 75
.................................................................................................................................................................... 76
4.5 Financial Risk Analysis: ...................................................................................................................... 78
................................................................................................................................................................ 78
In this report I tried my level best to find out the solution for the company and provide
alternative solution if the prescribed one for consideration. Finally, I tried to provide some
recommended actions that will help the company to make better business decision.
The report has been prepared based on secondary data. Data that have been used in this study
have been taken from the case of “THE EMPIRE COMPANY LIMITED — THE OSHAWA
GROUP
LIMITED PROPOSAL”. Besides I took help from our assigned textbook, suggestions given by
my honorable course teacher. Finally for risk analysis and valuation I use different mathematical
tools such as Monte Carlo simulation etc.
To prepare this report, I have used many alternative valuations model to value the firm
Acquisition/merger. For analyzing the given information, I have used various valuation
techniques such as risk analysis, DuPont, Ratio Analysis, Degree of Operating Leverage (DOL)
and Degree of Financial Leverage (DFL). Moreover, crystal ball software has also been used for
simulation and sensitivity analysis.
Limitations
Chapter 1: Introduction
Empire Company Limited is a Canadian conglomerate engaged mostly in food retail and
corporate investments. The company is headquartered in Stellar ton, Nova Scotia. Empire
Company also owns the Sobeys supermarket chain. The company was founded in 1963. In total,
the company owns, affiliates or franchises more than 1,500 stores; in addition to Sobeys, brands
include Safeway, IGA, Foodland, Farm Boy, Fresco, Thrifty Foods and Lawton’s Drug.
Empire’s Food retailing segment is carried out through Sobeys, a wholly-owned subsidiary.
Proudly Canadian, with headquarters in Stellarton, Nova Scotia, Sobeys has been serving the
food shopping needs of Canadians since 1907.
Empire Co Ltd (Empire) is a food retailer and real estate service provider. The company operates
food retail stores, wholesale, pharmacies, convenience stores, health care, liquor stores and fuel
stations in Canada. Its product portfolio includes deli, seafood, meat, bakery products, grocery
products, healthcare products, prepared foods, farm-fresh products, liquor and fuel. Empire
offers products under various banners such as Sobeys, IGA, Farm Boy, Fresh Co, Sobeys West,
Sobeys Ontario, Sobeys Quebec, Sobeys Atlantic, Thrifty Foods, Foodland, Longo’s, Lawtons
Drugs, FastFuel, Compliments, Marche Bonichoix, Panache, Atlantic and Safeway. It offers
products via e-commerce platforms under the banners s Voila by Sobeys, Grocery Gateway,
ThriftyFoods.com and IGA.net. The company’s operations are spread across the US and Canada.
Empire is headquartered in Stellarton, Nova Scotia, Canada.
Empire Company Limited is a Canadian company headquartered in Stellarton, Nova Scotia.
Empire’s key businesses are food retailing and related real estate
Headquarters: Canada
Website: www.empireco.ca
Industry: Retailing
Canada's economy is highly developed and one of the largest in the world. In 2020, the
country's annual gross domestic product (GDP) was $1.64 trillion in current USD, according to
the latest available World Bank data. That made Canada the world's ninth-largest economy.1
Canada's economy is highly dependent on international trade with exports and imports of goods
and services each comprising about one-third of GDP.2 The country's three largest trading
partners are the U.S., China, and the U.K. Its three largest industries, measured by their
contributions to GDP, are real estate, rental, and leasing; manufacturing; and mining, quarrying,
and oil and gas extraction.3
Canada is home to the e-commerce company Shopify Inc. (SHOP.TO, SHOP), major banks
such as the Royal Bank of Canada (RY.TO, RY), and energy transportation and distribution
company Enbridge Inc. (ENB.TO, ENB).
The COVID-19 pandemic caused Canada's economy to pull back sharply in the first half of
2020 before rebounding in the latter half of the year. In the second quarter of 2020, real GDP
fell 11.3% quarter-over-quarter (Q/Q), but rose 9.1% Q/Q in the third quarter and then 2.2%
Q/Q in the fourth quarter of 2020, offsetting the steep decline earlier in the year.4
Real GDP was up 0.3% in the first quarter of 2021 compared to the first quarter of 2020. The
increase in first-quarter GDP was fueled in part by low mortgage rates, rising housing demand,
and government transfers to households and businesses.4
The CAD/USD exchange rate used in this story is 0.787149 as of Sept. 9, 2021.5
Some of the statistics below may vary between sources because each source uses its own
methodology for defining and calculating statistics.
Key Takeaway of Canada Economy:
• Canada has the ninth-largest economy in the world as of 2020, with a GDP of $1.64
trillion in USD.
• International trade, including both exports and imports, is a large component of Canada's
economy, each making up about one-third of GDP.
• Canada's largest trading partners are the U.S., China, and the U.K.
• The three largest industries in Canada are real estate, mining, and manufacturing.
Canada's Top Industries:
• Real Estate,
• Manufacturing,
• and Mining.
The country's top three trading partners in 2020, by total volume of the exports and imports of
goods and services, were the U.S., China, and the U.K.
1.3Analysis Of Industry:
The Grocery industry in Canada was already in a mature state. They were perceiving an increase
competition not only from traditional grocers but from non-traditional vendors. Example: drug
stores, discount retailers, wholesale clubs, and internet based operations. The market was very
price directed and customer sensitive. This implies that the normal way to grow within the
industry is by horizontal mergers or acquisitions. The grocery market was consolidating in the
United States and this would probably incite a consolidation in the Canadian Market. With many
competitors and very low margins in the market, it would be better to acquire a competitor than
to open new stores. By acquiring the company maintains customer knowledge, reduction of
advertising and marketing, attraction of qualified work force. Also the effect of the economies of
scale will maintain competitive prices, low cost in distribution and procurement. Without doubt
in this industry, it becomes very important to have a good amount of market share.
How Empire Resorts, Inc. can tackle Bargaining Power of the Suppliers
By building efficient supply chain with multiple suppliers.
By experimenting with product designs using different materials so that if the prices go up of one
raw material then company can shift to another.
Developing dedicated suppliers whose business depends upon the firm. One of the lessons
Empire Resorts, Inc. can learn from Wal-Mart and Nike is how these companies developed third
party manufacturers whose business solely depends on them thus creating a scenario where these
third party manufacturers have significantly less bargaining power compare to Wal-Mart and
Nike.
How Empire Resorts, Inc. can tackle the Treat of Substitute Products / Services
By being service oriented rather than just product oriented.
By understanding the core need of the customer rather than what the customer is buying.
By increasing the switching cost for the customers.
.
1.3.2 Pestel Analysis
Political Factors:
Political factors play a significant role in determining the factors that can impact Empire
Resources Limited's long term profitability in a certain country or market. Empire Resources
Limited is operating in Materials in more than dozen countries and expose itself to different
types of political environment and political system risks. The achieve success in such a dynamic
Materials industry across various countries is to diversify the systematic risks of political
environment. Empire Resources Limited can closely analyze the following factors before
entering or investing in a certain market-
Economic Factors:
The Macro environment factors such as – inflation rate, savings rate, interest rate, foreign
exchange rate and economic cycle determine the aggregate demand and aggregate investment in
an economy. While micro environment factors such as competition norms impact the
competitive advantage of the firm. Empire Resources Limited can use country’s economic factor
such as growth rate, inflation & industry’s economic indicators such as Materials industry
growth rate, consumer spending etc to forecast the growth trajectory of not only --sectoryname--
sector but also that of the organization. Economic factors that Empire Resources Limited should
consider while conducting PESTEL analysis are –
• Type of economic system in countries of operation – what type of economic system there
is and how stable it is.
• Government intervention in the free market and related Materials
• Exchange rates & stability of host country currency.
• Efficiency of financial markets – Does Empire Resources Limited needs to raise capital
in local market?
• Infrastructure quality in Materials industry
• Comparative advantages of host country and Materials sector in the particular country.
• Skill level of workforce in Materials industry.
• Education level in the economy
• Labor costs and productivity in the economy
• Business cycle stage (e.g. prosperity, recession, recovery)
• Economic growth rate
• Discretionary income
• Unemployment rate
• Inflation rate
• Interest rates
Social Factors:
Society’s culture and way of doing things impact the culture of an organization in an
environment. Shared beliefs and attitudes of the population play a great role in how marketers at
Empire Resources Limited will understand the customers of a given market and how they design
the marketing message for Materials industry consumers. Social factors that leadership of
Empire Resources Limited should analyze for PESTEL analysis are -
industry
• Entrepreneurial spirit and broader nature of the society. Some societies encourage
• Leisure interests
Technological Factors:
Technology is fast disrupting various industries across the board. Transportation industry is a
good case to illustrate this point. Over the last 5 years the industry has been transforming really
fast, not even giving chance to the established players to cope with the changes. Taxi industry is
now dominated by players like Uber and Lyft. Car industry is fast moving toward automation led
by technology firm such as Google & manufacturing is disrupted by Tesla, which has stated an
electronic-car-revolution.
A firm should not only do technological analysis of the industry but also the speed at which
technology disrupts that industry. Slow speed will give more time while fast speed of
technological disruption may give a firm little time to cope and be profitable. Technology
analysis involves understanding the following impacts –
Environmental Factors:
Different markets have different norms or environmental standards which can impact the
profitability of an organization in those markets. Even within a country often states can
have different environmental laws and liability laws. For example in United States – Texas
and Florida have different liability clauses in case of mishaps or environmental disaster.
Similarly a lot of European countries give healthy tax breaks to companies that operate in
Before entering new markets or starting a new business in existing market the firm should
carefully evaluate the environmental standards that are required to operate in those markets.
Some of the environmental factors that a firm should consider beforehand are –
• Weather
• Climate change
• Laws regulating environment pollution
• Air and water pollution regulations in Materials industry
• Recycling
• Waste management in Materials sector
• Attitudes toward “green” or ecological products
• Endangered species
• Attitudes toward and support for renewable energy
Legal Factors:
In number of countries, the legal framework and institutions are not robust enough to protect the
intellectual property rights of an organization. A firm should carefully evaluate before entering
such markets as it can lead to theft of organization’s secret sauce thus the overall competitive
edge. Some of the legal factors that Empire Resources Limited leadership should consider while
entering a new market are -
• Anti-trust law in Materials industry and overall in the country.
• Discrimination law
• Copyright, patents / Intellectual property law
• Consumer protection and e-commerce
• Employment law
• Health and safety law
• Data Protection
SWOT Analysis includes the four key elements - Strengths, Weaknesses, Opportunities, &
Threats. The strengths and weaknesses address the internal factors of the company, opportunities
and threats are the macro challenges that Empire Company is facing in Canada and other
international markets that it operates in.
Strengths of Empire Company:
Strengths are the firm's capabilities and resources that it can use to design, develop, and sustain
competitive advantage in the marketplace
- Market Leadership Position - Empire Company has a strong market leadership position in the
Retail (Grocery) industry. It has helped the company to rapidly scale new products successes.
- Talent management at Empire Company and skill development of the employees - Human
resources are integral to the success of Empire Company in Retail (Grocery) industry.
- Success of new product mix - Empire Company provides exhaustive product mix options to
its customers. It helps the company in catering to various customers segments in the Retail
(Grocery) industry.
- Wide geographic presence - Empire Company has extensive dealer network and associates
network that not only help in delivering efficient services to the customers but also help in
managing competitive challenges in Retail (Grocery) industry.
- High margins compare to Retail (Grocery) industry's competitors - Even though Empire
Company is facing downward pressure on profitability, compare to competitors it is still racking
in higher profit margins.
- Diverse Revenue models - Over the years Empire Company has ventured into various
businesses outside the Services sector. This has enabled the company do develop a diversified
revenue stream beyond Services sector and Retail (Grocery) segment.
- Declining per unit revenue for Empire Company - competitiveness in the Retail (Grocery)
industry is putting downward pressure on the profitability. A starting guide to manage this
situation for companyname is – objectively assessing the present value propositions of the
various products.
- Declining market share of Empire Company with increasing revenues - the Retail (Grocery)
industry is growing faster than the company. In such a scenario Empire Company has to
carefully analyze the various trends within the Services sector and figure out what it needs to do
to drive future growth.
- Low investments into Empire Company's customer oriented services - This can lead to
competitors gaining advantage in near future. Empire Company needs to increase investment
into research and development especially in customer services oriented applications.
- Extra cost of building new supply chain and logistics network - Internet and Artificial
Intelligence has significantly altered the business model in the Services industry and given the
decreasing significance of the dealer network Empire Company has to build a new robust supply
chain network. That can be extremely expensive.
- Business Model of Empire Company can be easily imitated by the competitors in the Retail
(Grocery) industry. To overcome these challenges companyname needs to build a platform
model that can integrate suppliers, vendors and end users.
- Gross Margins and Operating Margins which could be improved and going forward may put
pressure on the Empire Company financial statement.
- Customer preferences are fast changing - Driven by rising disposable incomes, easy access
to information, and fast adoption of technological products, customers today are more willing to
experiment / try new products in the market. Empire Company has to carefully monitor not only
wider trends within the Retail (Grocery) industry but also in the wider Services sector.
- Opportunities in Online Space - Increasing adoption of online services by customers will also
enable Empire Company to provide new offerings to the customers in Retail (Grocery) industry.
- Increasing government regulations are making it difficult for un-organized players to operate
in the Retail (Grocery) industry. This can provide Empire Company an opportunity to increase
the customer base.
- Accelerated technological innovations and advances are improving industrial productivity,
allowing suppliers to manufacture vast array of products and services. This can help Empire
Company to significantly venture into adjacent products.
- Rapid Expansion of Economy As the US economy is improving faster than any other
developed economy, it will provide Empire Company an opportunity to expand into the US
market. Empire Company already have know-how to operate into the competitive US market.
- Trend of customers migrating to higher end products - It represents great opportunity for
Empire Company, as the firm has strong brand recognition in the premium segment, customers
have experience with excellent customer services provided by Empire Company brands in the
lower segment. It can be a win-win for the company and provides an opportunity to increase the
profitability.
Resource-based strategic analysis is based on the assumption that strategic resources can
provide Oshawa Limited an opportunity to build a sustainable competitive advantage over its
rivals in the industry. This sustainable competitive advantage can help Oshawa Limited to enjoy
above average profits in the industry and thwart competitive pressures.
Product Yes, it is valuable Most of the Can be imitated The firm has Provide short term
Portfolio and in the industry competitors are by the used it to competitive advantage
Synergy among given the various trying to enter competitors good effect, but requires constant
Various Product segmentations & the lucrative details can be innovation to sustain
Lines consumer segments found in case
preferences. exhibit
3.1.1 Loblaws:
Loblaws has 20% of the national Market. It is the only company competing on a national Basis.
Loblaws is the only company in the running that really operates on a national level. They could
increase their stores across the country with the acquisition and become the top dog in the
grocery industry in Canada.
3.1.3 Provigo:
Provigo, has an advantage over Metro-Richelieu because they already have stores in Ontario.
With this acquisition they would improve market share in Ontario and also would achieve a
national scope. If they acquire they would become the largest in Quebec.
In the exhibit 9 found in the case we perceive the three major competitors for a bidding war:
Metro-
(in millions of dollars) Empire Oshawa Loblaws richtlieu Provigo
Market value of equity (as of 2/13/98) 776 951 6735 850 990
Total debt 918 135 876 77 327
Enterprise value 1695 1086 7629 927 1317
revenues 3208 7052 10554 3432 5859
EBITDA 219 165 534 155 232
EBITDA Margin 6.80% 2.40% 5.10% 4.50% 4.00%
Net Income 59 49 199 66 90
Net Margin 1.80% 0.70% 1.90% 1.90% 1.50%
Beta 0.74 0.77 0.55 0.59 1.2
Credit Rating A AA A n/a BBB
Table: 1
Pros:
Oshawa has 845 stores franchised operations with a market share of 12.7%. This would bump
empire into the number 2 in the grocery industry based on sales. Empire has 5.6% of industry
sales and with the acquisition of The Oshawa Group, it would increase their grocery sales by
$6.8 billion, and the market share to a total of 18.3%. As we read before in the analysis, it
becomes attractive and almost obligatory to search for market share for the growth to be
possible. This increase would increase the possibility of more competitive prices and less costs
proportional costs in marketing and advertising. As we also read before, it is easier in the
industry to grow horizontally than to open new stores. In other words, horizontal acquisitions
were the primary source of growth on the revenue side for the grocery business. By buying
Oshawa they would gain of local customer maintaining experience without disrupting shopping
experiences. One very positive issue is the capital structure for Oshawa. The voting control could
be acquired just by buying the common shares owned by the family, with no need of bidding for
the Class A Shares. An additional opportunity would be that Oshawa has been trading on the last
20 days at 26.46 and is has traded as high as 29.25. This means a possible valuation at the
moment of the merger, if the price was based on the actual market trade. The company showed a
sustainable growth of 6% based on historical data, and can be projected with this growth in the
future. And finally Empire would be buying a company already being restructured by very
capable executives, selling non-core holdings, improving the initial performance at the moment
of a merger.
Cons:
In the other hand we can perceive that it is a very risky business with very low margins in a
mature state, and a very competitive industry. Oshawa has been operating insufficiently with the
worst EBITDA of the industry. Regarding the negotiation, the 100% holding in one family can
be negative. They would unlikely sell, unless payed premium price over market value. If the
offer is not welcomed immediately, it could increase the price of the shares by adding up new
bidders. Also, Empire needs to retain majority of the equity interest and voting control over
business. Analyzing the assets stores in poor condition, buying Oshawa with high capital
expenditures, up to 2% of Sales for the next 5 years.
VALUATION-STAND ALONE
BUSINESS
Free cash flows (in millions) 1997 1998 1999E 2000E 2001E 2002E 2003E
Sales and other revenues 5987 6813 7221 7655 8114 8601 9117
Cost of saled and expenses 5837 6651 7047 7466 7911 8381 8880
EBITDA 150 161 174 188 203 219 237
EBITDA% 2.50% 2.40% 2.40% 2.50% 2.50% 2.60% 2.60%
Depreciation and
Amortization 59.7 66.2 71 75.3 79.8 84.6 89.6
Interest -6.5 -7.9 -8.4 -8.9 -9.4 -10 -10.6
- - - -
Interest/Debt 1.20% -1.40% -1.50% 1.50% 1.60% 1.70% -1.80%
EBIT 90.4 95.2 103.4 113.2 123.7 135.1 147.4
Table: 2
WORKING
CAPITAL
Table: 3
4.1.3 WACC:
For the calculation of the WACC we used Exhibit 9 values which include the market value of
Equity, Total Debt, Enterprise Value, Beta, Credit Rating. With all this data we calculated a
WACC of 7.7% (See Annex 3). WACC was used as an approach to determining a discount rate.
The WACC method determines the subject company’s actual cost of capital by calculating the
weighted average of the company’s cost of debt and cost of equity. We used the 10 year
government bonds yield of 5.8% as our risk-free rate.
WACC 7.70%
Table: 4
4.1.4 Terminal Value:
To calculate the terminal value of Oshawa we used the perpetuity method, for this we calculated
the long term growth of Oshawa Group. The calculation of the growth rate for this analysis was
based upon the Unlevered Free Cash Flow Variation, we believe this indicator can truly estimate
the growth of the company on the following years. The total growth rate is of 1.04% for Oshawa
Company. To calculate the terminal value, we forecasted the free cash flow for 2004, by
multiplying our 2003 FCF by our growth rate, and dividing the value by our WACC minus our
growth rate. This gave us a terminal value of 1,454.08 billion dollars.
TERMINAL VALUE
Period Year 1994 1995 1996 1997 1998 1999E 2000E 2001E 2002E 2003E
Unlevered
Free Cash - -
Flow 120.06 40.78 -8.82 4.04 31.25 55 84.85
Unlevered
Free Cash
Flow VAR 79.28 31.96 12.86 27.22 23.75 29.85
- - -
59.69% 59.77% 111.69% 12.74% 25.68%
Present
Value
Free Cash
Flow 5.48
Growth Rate 1.04%
WACC 7.70%
Terminal Value 1287.76
TV+CF5 1454.08
PV of FCF -8.19 3.48 25.02 40.49 58.358 932.12
EV 1051.9
Table: 5
Then, we calculated the NPV of the free cash flow using a WACC of 7.7% and the terminal
value of $1,454.08 for the amount of periods projected, this is the present value at a future point
in time of all future cash flows when we expect stable growth rate forever. With this information
Oshawa is valuated for US$ 1.051,9. At an EV of US$1,051.90 and a total shares outstanding of
38 million the price of the share is of US$38 dollars.
EBTIDA Margin
Improvements
Stronger and more coordinated buying power 0.00% 0.15% 0.25% 0.50% 0.50%
Cost Improvements
Elimination of duplicate admin, merchandising, pricing, etc. 39.5 39.5 39.5 39.5 39.5 197.5
Distribution and Management cost savings 4.1 4.1 4.1 4.1 4.1 20.5
Advertising savings 2 2 2 2 2 10
45.6 45.6 45.6 45.6 45.6 228
Cost Execution
% Estimated 0.00% 37.50% 75.00% 75.00% 75.00%
Estimated Ammount - 17.1 34.2 34.2 34.2 119.7
New EBITDA including Margin Improvements % 2.40% 2.60% 2.80% 3.10% 3.10%
EBITDA Margin
Improvements $ - 11.5 20.3 43 45.6 120.4
Cost Improvements 45.6 45.6 45.6 45.6 45.6 228
Total Synergies 45.6 57.1 65.9 88.6 91.2 348.4
Total Synergies Impact (One Time - Tax Deductible) - 21.4 49.4 66.5 68.4 205.7
7.70%
NPV Synergies $154.60
Synergy - Merger cost $74.64
Table: 6
The EBITDA for the projected 5 years would be of $120.4 increase, this considerable increase
was generated through stronger and more coordinated buying power including cost synergies by
eliminating duplicate administration. The cost improvements for the 5 years were of $228.0.
With both of these synergies the total impact (estimated execution of the synergy should be of
US$205.7.
4.1.6 ACQUISITION BID:
So Oshawa, has a value in the range of $35.00 per share to $38. per share, these values are
without taking into account any of the synergies that potentially could occur between Empire and
Oshawa. These figures also do not yet include a premium to market that will be needed in order
for the Wolfe family to be willing to sell their shares. After taking these synergies into account
when doing the DCF analysis, we obtained a firm value of $1,724.89 million and a total of 38
million shares outstanding the price per share is of $45.5.
n other words, Empire could offer the Wolfe Family approximately $45.5 per share to obtain
their voting shares and Empire could offer the Class A shareholders anywhere from $35 to $38
per share plus an additional premium. This offer should appeal to the Wolfe family and Class A
shareholders, and thus, should not start a bidding war.
1998 1997
Interest expense
Long term debt 64,340 70,512
Short term debt 12,328 8,746
76,668 79,258
87,069 68,725
Gain on sale of
investments and
properties 6,524 1,447
93,593 70,172
Gain on sale of
investment in Jannock
Limited 35,868 -
Share of asset
impairment provision by
equity accounted
investment 8,788 -
120,673 70,172
Income taxes
Sale of
investment
in Jannock
Limited 7,792 -
Other operations 25,092 16,930
32,884 16,930
Minority interest 7 363
32,891 17,293
Net
earnings 87,782 52,879
Table: 7
1998 1997
Assets
Current Assets
Cash 28,268 32,185
Receivables 89,153 78,701
Inventories 197,650 194,126
Prepaid Expenses 15,319 14,100
Investments, at cost
(quoted market value
$246,418;
$211,468
1997 ) 156,388 148,746
486,778 467,858
Investments, at
equity (quoted
market value
$800,436;
$575,133
1997 ) 325,579 300,447
Current assets and
marketable
investments 812,357 768,305
1,069,02 1,001,87
Fixed assets 6 3
Other assets 25,850 27,193
1,907,23 1,797,37
3 1
Shareholders' Equity
Capital stock 229,889 234,130
Retained earnings 305,422 228,254
Foreign currency translation 23,028 17,166
558,339 479,550
1,907,23 1,797,37
3 1
Table: 8
4.3 Ratio Analysis: Empire Company Limited
Liquidity
Ratio
Current assets / Current
Current ratio liabilities 1.20147 1.232263
Table: 9
1998 1997
Solvency Ratio
Debt Ratio Total liabilities/ Total assets 71% 73%
Debt to Equity Ratio Total liabilities / Total equity 242% 275%
Equity Multiplier Total assets / Total stockholder's equity 342% 375%
Long-term debt / (Long-
term debt + Preferred stock + Common stoc
Long-term debt ratio k) 73% 100%
Times Interest Earned Income before interest and income taxes /
Ratio Interest expense 256% 209%
(EBIT+Depreciation & Amortization) /
Cash coverage ratio Interest 305% 269%
1998 1997
Profitability Ratios
Profit Margin Ratio Net Income / Net Sales 3% 2%
Return on Assets Ratio -
ROA Net Income / Total Assets 5% 3%
Return on Equity Ratio-
ROE Net Income / Shareholder's Equity 16% 11%
Asset Management
Ratios
Fixed Asset Turnover
Ratio Net annual sales / fixed asset 311% 314%
Asset Turnover Ratio Net sales / Average total assets 179% 170%
Table: 10
Current Ratio Return on Equity
Ratio- ROE
1.232262
909
16%
11%
1.201469
652
Figure: 1 Figure: 2
2%
71%
314%
311%
Figure: 5 Figure: 6
305%
275%
269% 242%
Figure: 7 Figure: 8
Equity
Times Interest Multiplier
Earned
Ratio
375%
256%
209%
342%
1998 1997
1998 1997
Figure: 9
100%
73%
Figure: 10
179%
170%
1998 1997
Figure: 11
Profit Margin
3%
2%
Figure: 12
175%
174%
1998 1997
Figure: 13
Financial Leverage
375%
Figure: 14
DuPont Analysis
16%
11%
1998 1997
Figure: 15
2001
Variability in EBIT 1997 1998 1999 E 2000 E E
EBIT 150 161 174 188 203
standard Deviation of EBIT 7.77817 12.0139 16.419 21.064
mean EBIT 155.50 161.67 168.25 175.2
Table: 11
Variability in Sales
0.11
0.10
0.09
0.09
Figure: 16
Variability in EBIT
0.10
0.09
0.07
0.05
Figure: 17
Operating Leverage
1997 1998
Degree of Financial Leverage 2.108861084 1.356865247
Interest Coverage Ratio(TIE) 1.867104898 2.135662858
Table: 12
2 2.108861084
1.5
1.356865247
1
Figure:18
Chapter 6 : Recommendation:
Based on the overall internal and external analysis done for Empire Company Limited The
Oshawa Group Limited Proposal, this section will offer recommendations which will help the
company take on strategic directions that will enhance its core competencies and capabilities, as
well as reduce its chances for risks and threats? The following recommendations are thus made
for Empire Company Limited The Oshawa Group Limited Proposal:
6.1.1. Control:
This is an important strategic recommendation as it will allow higher control to the company
over its products in different markets. The company will be able to control where its products are
placed, and thereby, will also be able to enhance the accessibility and easy availability of its
products.
By adapting to different cultural and regional characteristics, the company will be able to present
itself better to target consumers – who would then feel a greater affinity, and more likeliness of
consuming the product and the service.
Collier, D. & Evans, J., 2009. Operations Management. Boston:MA: Cengage Learning.
Haron, A., 2016. Standardized Versus Localized Strategy: The Role of Cultural Patterns in
Society on Consumption and Market Research. Journal of Accounting and Marketing, 5(1).
Hartline, M. & Ferrell, O., 2006. Marketing Strategy. Boston:MA: Cengage Learning.
Keller, L., 2006. Strategic Brand Management Process, in Perspective of Modern Brand
management. s.l.:s.n.
Kotler, P., 1997. Marketing management: Analysis, planning, implementation and control. New
Jersey: Prentice-Hall.
Kotler, P., 211. Reinventing marketing to manage the environmental imperative. Journal of
Marketing, 75(4), pp. 132-135.
Kotler, P., Armstrong, G., Adam, S. & Denize, S., 2014. Principles of Marketing. Melbourne:
Pearson, Australia.
Kotler, P. & Keller, K., 2009. Marketing Management. New Jersey: Prentice Hall.
Lehman, D. & Winer, R., 2005. Product Management. New Delhi: McGraw-Hill Education.
Murray, A., 1988. A contingency view of Porter's “generic strategies”. Academy of management
review, 13(3), pp. 390-400.
Reddi, C., 2009. Effective Public Relations and Media Strategy. New Delhi: PHI Learning Pvt.
Ltd.
Schivinski , B. & Dabrowski , D., 214. The Effect of Social Media Communication on Consumer
Perceptions of Brands. Journal of Marketing Communications, Volume 12, pp. 1-26.
Thompson, J. & Martin, F., 2010. Strategic Management: Awareness & Change. Hampshire:
Cengage Learning EMEA.
Weng, X., 2002. Local Brand Strategy. Hangzhou: Zhejiang People’s Publishing House.
Wirtz, J., 2016. Winning in Service Markets: Success through People, Technology and Strategy.
Singapore: World Scientific.
Witcher, B. & Chau, V., 2010. Strategic management: Principles and practice. s.l.:Cengage
Learning EMEA.
Witcher, B. J. & Chau, V. S., 2010. Strategic Management: Principles and Practice. Boston:
Cengage Learning EMEA.
Appendix:
CANADIAN FOOD STORE COMPANY
COMPARISON
Metro-
(in millions of dollars) Empire Oshawa Loblaws richtlieu Provigo
Market value of equity (as of 2/13/98) 776 951 6735 850 990
Total debt 918 135 876 77 327
Enterprise value 1695 1086 7629 927 1317
revenues 3208 7052 10554 3432 5859
EBITDA 219 165 534 155 232
EBITDA Margin 6.80% 2.40% 5.10% 4.50% 4.00%
Net Income 59 49 199 66 90
Net Margin 1.80% 0.70% 1.90% 1.90% 1.50%
Beta 0.74 0.77 0.55 0.59 1.2
Credit Rating A AA A n/a BBB
Table: 1
VALUATION-STAND ALONE
BUSINESS
Free cash flows (in millions) 1997 1998 1999E 2000E 2001E 2002E 2003E
Sales and other revenues 5987 6813 7221 7655 8114 8601 9117
Cost of saled and expenses 5837 6651 7047 7466 7911 8381 8880
EBITDA 150 161 174 188 203 219 237
EBITDA% 2.50% 2.40% 2.40% 2.50% 2.50% 2.60% 2.60%
Depreciation and
Amortization 59.7 66.2 71 75.3 79.8 84.6 89.6
Interest -6.5 -7.9 -8.4 -8.9 -9.4 -10 -10.6
- - - -
Interest/Debt 1.20% -1.40% -1.50% 1.50% 1.60% 1.70% -1.80%
EBIT 90.4 95.2 103.4 113.2 123.7 135.1 147.4
NOPAT(Net Operating After Tax) 54.2 57.1 62 67.9 74.2 81.1 88.4
Table: 2
WORKING
CAPITAL
Table: 3
WEIGHTED AVERAGE COST OF CAPITAL
WACC 7.70%
Table: 4
TERMINAL VALUE
Period Year 1994 1995 1996 1997 1998 1999E 2000E 2001E 2002E 2003E
Unlevered
Free Cash - -
Flow 120.06 40.78 -8.82 4.04 31.25 55 84.85
Unlevered
Free Cash
Flow VAR 79.28 31.96 12.86 27.22 23.75 29.85
- - -
59.69% 59.77% 111.69% 12.74% 25.68%
Present
Value
Free Cash
Flow 5.48
Growth Rate 1.04%
WACC 7.70%
Terminal Value 1287.76
TV+CF5 1454.08
PV of FCF -8.19 3.48 25.02 40.49 58.358 932.12
EV 1051.9
Table: 5
Table: 6
EBTIDA Margin
Improvements
Stronger and more coordinated buying power 0.00% 0.15% 0.25% 0.50% 0.50%
Cost Improvements
Elimination of duplicate admin, merchandising, pricing, etc. 39.5 39.5 39.5 39.5 39.5 197.5
Distribution and Management cost savings 4.1 4.1 4.1 4.1 4.1 20.5
Advertising savings 2 2 2 2 2 10
45.6 45.6 45.6 45.6 45.6 228
Cost Execution
% Estimated 0.00% 37.50% 75.00% 75.00% 75.00%
Estimated Ammount - 17.1 34.2 34.2 34.2 119.7
New EBITDA including Margin Improvements % 2.40% 2.60% 2.80% 3.10% 3.10%
EBITDA Margin
Improvements $ - 11.5 20.3 43 45.6 120.4
Cost Improvements 45.6 45.6 45.6 45.6 45.6 228
Total Synergies 45.6 57.1 65.9 88.6 91.2 348.4
Total Synergies Impact (One Time - Tax Deductible) - 21.4 49.4 66.5 68.4 205.7
7.70%
NPV Synergies $154.60
Synergy - Merger cost $74.64
1998 1997
Interest expense
Long term debt 64,340 70,512
Short term debt 12,328 8,746
76,668 79,258
87,069 68,725
Gain on sale of
investments and
properties 6,524 1,447
93,593 70,172
Gain on sale of
investment in Jannock
Limited 35,868 -
Share of asset
impairment provision by
equity accounted
investment 8,788 -
120,673 70,172
Income taxes
Sale of
investment
in Jannock
Limited 7,792 -
Other operations 25,092 16,930
32,884 16,930
Minority interest 7 363
32,891 17,293
Net
earnings 87,782 52,879
Table: 7
1998 1997
Assets
Current Assets
Cash 28,268 32,185
Receivables 89,153 78,701
Inventories 197,650 194,126
Prepaid Expenses 15,319 14,100
Investments, at cost
(quoted market value
$246,418;
$211,468
1997 ) 156,388 148,746
486,778 467,858
Investments, at
equity (quoted
market value
$800,436;
$575,133
1997 ) 325,579 300,447
Current assets and
marketable
investments 812,357 768,305
1,069,02 1,001,87
Fixed assets 6 3
Other assets 25,850 27,193
1,907,23 1,797,37
3 1
Shareholders' Equity
Capital stock 229,889 234,130
Retained earnings 305,422 228,254
Foreign currency translation 23,028 17,166
558,339 479,550
1,907,23 1,797,37
3 1
Table: 8
Liquidity
Ratio
Current assets / Current
Current ratio liabilities 1.20147 1.232263
Table: 9
1998 1997
Solvency Ratio
Debt Ratio Total liabilities/ Total assets 71% 73%
Debt to Equity Ratio Total liabilities / Total equity 242% 275%
Equity Multiplier Total assets / Total stockholder's equity 342% 375%
Long-term debt / (Long-
term debt + Preferred stock + Common stoc
Long-term debt ratio k) 73% 100%
Times Interest Earned Income before interest and income taxes /
Ratio Interest expense 256% 209%
(EBIT+Depreciation & Amortization) /
Cash coverage ratio Interest 305% 269%
1998 1997
Profitability Ratios
Profit Margin Ratio Net Income / Net Sales 3% 2%
Return on Assets Ratio -
ROA Net Income / Total Assets 5% 3%
Return on Equity Ratio-
ROE Net Income / Shareholder's Equity 16% 11%
Asset Management
Ratios
Fixed Asset Turnover
Ratio Net annual sales / fixed asset 311% 314%
Asset Turnover Ratio Net sales / Average total assets 179% 170%
Table: 10
Current Ratio Return on Equity
Ratio- ROE
1.232262
909
16%
11%
1.201469
652
Figure: 1 Figure: 2
2%
71%
Figure: 3 Figure: 4
Return on Assets Ratio - Fixed Asset Turnover
ROA Ratio
314%
311%
Figure: 5 Figure: 6
305%
275%
269% 242%
Figure: 7 Figure: 8
Equity
Times Interest Multiplier
Earned
Ratio
375%
256%
209%
342%
1998 1997
1998 1997
Figure: 9
100%
73%
1998 1997
Figure: 10
Asset Turnover Ratio
179%
170%
1998 1997
Figure: 11
Profit Margin
3%
2%
1998 1997
Figure: 12
Total Asset Turnover
175%
174%
1998 1997
Figure: 13
Financial Leverage
375%
342%
1998 1997
Figure: 14
DuPont Analysis
16%
11%
1998 1997
Figure: 15
Table: 11
Variability in Sales
0.11
0.10
0.09
0.09
Figure: 16
Variability in EBIT
0.10
0.09
0.07
0.05
Figure: 17
Operating Leverage
0.531533495
1997 1998
Degree of Financial Leverage 2.108861084 1.356865247
Interest Coverage Ratio(TIE) 1.867104898 2.135662858
Table: 12
2 2.108861084
1.5
1.356865247
1
0.5
0
1997 1998
Figure:18