Overall, the risk to DeeBilder is substantial. It does not appear than management has many opportunities to beat Home Depot, since DeeBilder competes as a low cost provider but Home Depot can undercut them on any product. DeeBilder will find it a tough adjustment to switch to a different business model, so they are in all likelihood going to lose this battle. Management in this situation needs to realize that the risk is almost entirely on their side. Home Depot has very little risk, the only issue at hand is how they are going to take over the market. For DeeBilder, the choice is whether to capitulate and go quietly, or whether to go down swinging, the latter choice likely to result in a total erosion of shareholder value.
2. It is unlikely that Home Depot is concerned about bad PR if they crush DeeBilder. Their low prices will win over the consumers and the public relations nightmare is unlikely to materialize. Home Depot has very little to lose in this situation, so DeeBilder is in a difficult position.
It is recommended that DeeBilder accept the offer but enter into negotiations to protect its employees. The company is negotiating from a point of weakness. It does not have the internal capabilities to compete as a differentiated provider. Home Depot has swept across the nation at the expense of dozens hardware chains just like DeeBilder. If DeeBilder had competencies that could support competing on a basis other than cost, it would have more flexibility in this negotiation.
A stakeholder approach helps to derive this recommendation. The private shareholders -- 40% of shareholders -- are going to benefit from the Home Depot's offer. The offer is approximately the value of the company. However, the presence of Home Depot in the upper New York State market will reduce the value of the firm considerably, so this offer is likely to be the most value that shareholders will receive, unless somehow the company can fend off Home Depot.
The...
However, both of these shareholders have to realize that the value of the company is going to decline when Home Depot enters the market. The ESOP in particular represents the retirement fund of the employees, so there has to be a significant degree of risk aversion for the ESOP. The DeeBilder family has a personal stake, and may have economic interests elsewhere that the ESOP does not have. The ESOP should have the mandate to maximize the value of the investment fund to protect the retirement fund for the employees. The only way to do that is to accept the offer. The DeeBilder Trust should also take this view, although it may not. Without the Trust, there should still be 75% of the shares ready to vote for the acceptance of the offer. The Trust, however, if it ignores its personal stake in the matter, probably realizes there is limited growth opportunity and it needs to take the offer to maximize its investment.
Home Depot only has some incentive to make the purchase, but the company understands that it does not need this purchase in order to dominate the market. So a negotiation on price is unlikely to bear much fruit. The main point of negotiation should not be monetary, because Home Depot has little incentive to budge. They do, however, have an incentive to protect some of the employees and management.
Home Depot needs employees and it needs management to help fill its aggressive expansion plans. DeeBilder can protect the employees by ensuring that they are going to get positions at the Home Depot stores. This will allow the employees to benefit from both the preservation of their retirement plans and the preservation of their jobs. The DeeBilder family loses their legacy for the most part, but that legacy was going to be lost anyway. At least in this situation they have the opportunity to preserve the value of their firm, taking both cash and the Home Depot shares.
