Norse, Teutonic, or Scandinavian mythology Essay Example for Free

Norse, Teutonic, or Scandinavian mythology Essay Thought (Hugin) and Memory (Munin) were the two ravens that went unto the world to observe and return to tell of what all men do, Driven by further search for knowledge, Odin begged Mimir, the wise, to allow him to drink from the well of wisdom, for this he consented to lose an eye. Wounded I hung on wind swept gallows For nine long nights, Pierced by a spear, pledged to Odin, Offered myself to myself: The wisest know not from whence spring The roots of that ancient rood. They gave me no bread, they gave me no mead: I looked down; with a loud cry I took up the runes and I fell. (The Elder Edda 56) Here we find Odin once more sacrificing himself for knowledge, In The Ultimate Encyclopedia of Mythology it is said that Odin actually died on the gallows of Yggdrasil, that he traversed Nifleheim, or Hel in order to obtain the nine sacred runes, that seem to be extremely powerful as described in The Elder Edda. The Ultimate Encyclopedia of Mythology adds yet another theory to Odin hanging himself, The parallel between Odins voluntary death on Yggdrasil and the crucifixion remains striking. Odin was pierced with a spear and like Christ, cried out before he died there is little doubt that his hanging on the cosmic tree had pre-Christian origins and derived from ancient pagan worship. Odin had long been the god of the spear, the god of the hanged. This could definitely be determined as less than speculation, seeing as we must rely on our sources and to this point one could say that this is a very valid and well thought out work. Regardless of minor differences in text again we must as they did default ourselves to the larger span of information. There were two different groups of gods in Scandinavian Mythology, The Aesir and the Vanir. Each having their own respective dwelling place, Asgard for the Aesir, and Vanaheim for the Vanir. Of the two, The Vanir have been said to be the older. Unlike the warrior Aesir, the Vanir were a race of gods associated with fertility, wealth, and good weather. (The Ultimate Encyclopedia of Mythology 500) Among the Vanir were, Njord, the sea and fortune god, Skadi, the god of destruction, Freyja, the goddess of love, and Freyr the god of Fertility. Among the Aesir were, Odin, Balder, Bragi, Forseti Heimdall, Hodr, Thor, Tyr, Vili, Ve, Vidar, Frigg, Sif, and Idun. At one point in time there was a great war between these two branches of gods, yet both the Aesir, and the Vanir came to terms by exchanging several prominent gods of each side. The Vanir sent Njord, Freyr, Freyja, and Kvasir, while the Aesir sent Mimir, and Honir. The Vanir soon found that they got the bad end of the deal due to the fact that Mimir was the only one who knew what he was talking about, and that in his absence Honir, wasnt really that bright. The Vanir then sliced of Mimirs head and sent it back to Asgard, where Odin used Powerful magic to allow Mimirs head to speak. Little else is known of the Vanir, they seemed to lose importance quickly after it was concluded that the war was resolved however it was noted that Vanaheim, was potentially unaffected by Ragnarok. This shows evidence of two religions colliding with Scandinavian and Germanic mythology. Revealing to us that Scandinavian mythology has most definately influenced by other ancient tales and stories. (Cherry, Vanaheim) Scandinavian mythology might have been the inspiration to several works of modern day literature. It is Nicole Cherrys opinion that Tolkien was very well acquainted with the northern mythos, as can be seen by the use of it in his books. The name of one of his main characters, Gandalf, is found in The Poetic Edda. Gandalf is, in some ways, reminiscent of Odin, the leader of the Norse pantheon. Even the name Middle-earth, the setting for Tolkiens The Lord of the Rings, comes from Norse mythology. There are several other modern day works of literature based on or derived from Scandinavian mythology as well, such as, The Ring of the Nibelung and The Nibelungenlied. These works, may well show the effect and legacy of Scandinavian Mythology in the World. Another notable element of Tolkeins Lord of The Rings was his use of the ring itself to the Viings the ring meant wealth honor fame and destiny. It was in fact a tradition to give rings to neighboring countries, bringing to notice the ever prominent focal point of the Lord of the Rings. (Day 29) There is no Heaven or Hell in Scandinavian mythology, the only hope is to be brought up to Asgard by a Valkyrie or Battle Maiden. Even then those chosen or the Einherjar (The Heroic dead) faced defeat at Ragnarok in the Final Battle on the Vigrid Plain. This may be unlike any other focal point of religion known. It reasons in many ways that the only way to gain honor is to die in battle unfaltering. Scandinavian Mythology, although comparable to other religions or other pagan beliefs is an original and unique work of the Norwegians, Swedish, Icelandic, and Danish peoples of Europe. Hamilton describes it justly by saying, Asgard, the home of the gods, is unlike any other heaven men have dreamed of. No radiancy or joy is in it, no assurance of bliss, it is a grave and solemn place, over which hangs the threat of inevitable doom the same is true for humanity this conception of life which underlies Norse religion, as somber a conception the human mind has ever given birth to A heroic death is not a defeat, but a triumph. Show preview only The above preview is unformatted text This student written piece of work is one of many that can be found in our GCSE JRR Tolkien section.

Ethics and Reality Essay -- Religion Philosophy Papers

Ethics and Reality One of the most pervasive problems in theoretical ethics has been the attempt to reconcile the good for the individual with the good for all. It is a problem which appears in contemporary discussions (like those initiated by Alasdair MacIntyre in After Virtue) as a debate between emotivism and rationalism, and in more traditional debates between relativism and absolutism. I believe that a vital cause of this difficulty arises from a failure to ground ethics in metaphysics. It is crucial, it seems to me, to begin with "the way the world is" before we begin to speculate about the way it ought to be. And, the most significant "way the world is" for ethics is that it is individuals in community. This paper attempts to develop an ethical theory based solidly on Whitehead’s metaphysics, and to address precisely the problem of the relation between the good for the individual and the common good, in such a way as to be sympathetic to both. One of the most pervasive problems in theoretical ethics has been the attempt to reconcile the good for the individual with the good for all. It is a problem which appears in contemporary discussions (like those initiated by Alasdair MacIntyre in After Virtue) as a debate between emotivism and rationalism, and in more traditional debates between relativism and absolutism. I believe that a vital cause of this difficulty arises from a failure to ground ethics in metaphysics. It is crucial, it seems to me, to begin with "the way the world is" before we begin to speculate about the way it ought to be. The most significant "way the world is" for ethics, is that it is individuals in community, and this is the cosmology promoted by Whitehead. In Process and Reality, Whitehead outl... ... an action is performed, it has a determined relevance for future actions and entities so we have to make sure that our actions are the right ones. That is to say, not just any action, is an ethical action. An ethical action requires Goodness. By performing an action which can be described as good, my individual good action is linked with all good actions. It has been defined by the notion of Goodness, and contributes to the definition of Goodness. We have, then, a reciprocal relation between the good for the individual and the common good grounded in Whiteheadian metaphysics. Bibliography Sylvan, R. and Bennett, D., The Greening of Ethics, Cambridge, U.K.: The White Horse Press, 1994. PR Whitehead, A.N., Process and Reality, New York & London: Macmillan, 1978 edn.. RM Whitehead, A.N., Religion in the Making, N.Y.: New American Library, 1974 edn..

Cooper Case

Executive Summary In the Case study, Cooper Industries is trying to acquire Nicholson File Company. However, there are two other companies that are interested in Nicholson as well: VLN Corporation and H. K. Porter Company. In 1971, VLN together with Nicholson management constructed a deal that, however, didn’t get the support from the majority of common stockholders. After having done a discounted cash flow analysis, I determined that Nicholson stock is undervalued. Also, Nicholson seems to be a good strategic fit for Cooper. Therefore, Cooper could acquire Nicholson on friendly terms with a relatively large premium to attract the majority of the shares needed. The problem for Cooper is to determine how best to acquire Nicholson and the adequate price to pay. 1. ) and 2. ) In my opinion, Mr. Cizik should make an attempt to gain control of the Nicholson File Company. Cooper Industries has been pursuing a policy of expansion through the acquisition of other companies and this strategy appears to be working well for them. They have acquired a number of companies and have been successful in integrating them into Cooper Industries. They have established three criteria that potential companies for acquisition must meet and Nicholson meets all three criteria. Nicholson holds 50% of the market share in files and rasps, its main products, therefore implying that Cooper could be a â€Å"major factor† in this industry. Nicholson is also a leading company in their markets and it is a stable company in terms of not being dependent on a few major customers. Nicholson has a great deal of potential for greater sales growth as it is only growing sales at 2% compared with the industry average of 7%. Due to the strengths of its products and distribution system they should be capable of raising growth rates to the industry average. The company is further desirable to Cooper as the two companies sales forces could be combined leading to cost savings. Nicholson’s European distribution system could also be very helpful in expanding Cooper’s sales in Europe. As Cooper Industries sells more of their product to industry and Nicholson to the consumer market by combining the companies they may be able to increase sales of both product lines to the market segment they are weaker in. All in all, Mr. Cizik should try to gain control on Nicholson File company as it seems to be a good strategic fit. 3. Nicholson’s firm value derived by the means of DCF analysis amounts to $ 39. 86 mio. After subtracting net debt, the value of Nicholson’s equity amounts to $ 28. 86 mio. meaning an equity value per share of $ 49. 42 (undervalued). This should also be the maximum price that Cooper should afford to pay for Nicholson. 4. Cooper analyzed the benefits of the merger with Nicholson. Cooper estimated that the cost of goods sold after acquiring Nicholson could be reduced from 69% of sales to 65% meaning a dollar value of this synergy of $ 11. 7 Mio. Also, SG&A could be reduced from 22% of sales to 19% of sales resulting in a dollar value of this synergy of $ 8. 45 Mio. These numbers are based on the combined net sales for 1972 using a 7% growth rate in sales from previous net sales (growth of industry level). The opposite distribution of business activity in business and consume r market is likely to result in revenue growth. The numerical effect of this revenue pulling, however, is highly vague at this point in time. 5. The exchange value Cooper could afford to pay out without causing any dilution according to my calculation is $ 37. 2 per share meaning an Exchange Ratio of 1. 55. Thus, we could offer 1. 55 Cooper shares for every Nicholson share they need. This amounts to 133,013 of Coopers shares for 86,000 Nicholson shares. If they wanted to pay cash for the remaining stocks it would then be $37. 12 * 86000 = $ 3. 19 mio. for the remaining stocks needed to gain control via 50. 1% of all shares. Despite the threat of EPS dilution, Cooper might be willing to pay a price higher than $ 37. 12, if the negative short-term effect will be outweighed by positive ones in the ong-run. In general, it is crucial to consider the effect of acquisitions on EPS as a significant, or enduring dilution of EPS will harm the corporation’s performance significantly. 6. I do recommend a loan as capital preferred financing structure. This use of debt rather than equity financing for the acquisition of Nicholson causes a higher return on equity, as well as an increase in the efficiency of existing capital structure. Also, there are tax advantages to be realized through debt financing (tax shield). The ultimate goal would be to maximize shareholder value and this can be supported through a lower WACC resulting from a higher leverage (as effect outweighs increase of risk). The interest on debt is tax deductible resulting in a higher Net Income and, thus, EPS. Nicholson management had accepted an offer from VLN Corporation using convertible stock but rejected a cash offer from H. K Porter. Nicholson may not want cash for their company. If that was the case, Cooper would need to offer cumulative convertible stock. 7. With an exchange ratio of 2, about 78% of the new firm would be owned by Cooper. The relatively high exchange ratio would result in a severe reduction of control to Nicholson’s shareholder (22%). Under the given circumstances with an exchange ratio of 2, the acquisition premium for paid would be $ 14 per share. The minimum synergies required that this offer makes sense would be $ 8. 18 Mio. Given my synergy valuation from task 4, this would definitely be a realistic achievement. 8. Porter bought Nicholson’s shares with the intention to take over the company themselves. However, as they weren’t able to acquire enough shares required to buy the company, they are now looking to tender their shares. Obviously, they’d like to do this profitably and, thus, their primary concerns are the price- and liquidity-level. They try to get the most value out of their stocks, so price is of primary importance in a bargaining process with them. Nevertheless, they want to be able to quickly liquidate their stocks meaning a preference for cash payments. They expressed that convertible preferred stock was acceptable as they assume Cooper stock to be stable and easily tradable on the NYE. The speculators/ unaccounted for shareholders would also be primarily concerned with price. These shareholders may be tempted to buy or not to buy based on what Nicholson family and its management suggests they do. Thus, one possible way to reach these group of shareholders may be through management. Due to this influence, the family Nicholson and its management have a greater bargaining position as implied by their shares. They are interested in more than just the price. The management is not highly attracted to a takeover, but they know they no longer have a choice. So, at least, they wish to see Nicholson remain autonomous within any acquiring company. Nicholson’s management and family is most likely not willing to sell the majority of their shares for cash; They wish to maintain a stake in the company. As a result, Cooper would need to offer a stock exchange. VLN, as Coopers bidding competitor, is unlikely to be willing to sell their shares to Cooper for a reasonable price. Ex-Post: In 1972 Cooper industries acquired Nicolson File Company Two Cooper Industries Inc. Based on the given information in the case study regarding the acquisition of Nicholson File Company by Cooper Industries, there is no question that Cooper should try to gain control of Nicholson. This decision is based on an analysis of the bargaining positions of each group of Nicholson stockholders which have disparate goals and needs that need to be met. In addition, an appropriate payment method and specific dollar value based on a competitoraâ‚ ¬Ã¢â€ž ¢s offer and Cooper financial data was decided. The remainder of this paper will provide the analysis and rationale for this determination. Should Cooper Industries Acquire Nicholson File Company? Cooper Industries has been expanding through diversification since 1996. Cooperaâ‚ ¬Ã¢â€ž ¢s requirements to acquire a company has three major components. The target company must be: 1. In an industry in which Cooper could become a major player 2. In an industry that is fairly stable, with a broad market for the products and a product line of aâ‚ ¬? small ticketaâ‚ ¬Ã¢â€ž ¢ items; and 3. A leader in its market segment. When looking at the criteria that Cizikaâ‚ ¬Ã¢â€ž ¢s company (Cooper Industries), set forth relative to acquisitions, the acquisition of Nicholson meets all three objectives plus has significant potential short and long-term potential. Cooper management feels that by eliminating redundancy and streamlining Nicholsonaâ‚ ¬Ã¢â€ž ¢s operations this potential can be realized. Currently, Nicholsonaâ‚ ¬Ã¢â€ž ¢s financial history boasts a 2% increase in profit annually but this percentage is way below the industry average of 6%. Cooper management proposed that if Nicholson stops selling to every market, increased efficiencies would result and cut cost of goods sold from 69% of sales to 65%. It was also suggested that the acquisition could lower selling, general, and administrative expenses from 22% of sales to 19%. Nicholsonaâ‚ ¬Ã¢â€ž ¢s position in the file and rasp market where it holds a 50% market share of a $50 million dollar market meets all three of Cooperaâ‚ ¬Ã¢â€ž ¢s objectives. Furthermore, Nicholsonaâ‚ ¬Ã¢â€ž ¢s brand name within the hand saw and saw blade industry is strong and Nicholson holds a 9% market share in the $200 million dollar aâ‚ ¬Ã¢â‚¬Å" their only major competitor was Sears and Diston who held a larger market share. Shareholder Standings At the time of the proposed merger between Nicholson File and VLN, there were a total of approximately 584,000 Nicholson shares outstanding. H. K. Porter had not purchased enough shares to hold majority control, and this situation provided Cooper with yet another opportunity to acquire Nicholson. Nicholson and Porter stockholders had their own concerns, as well as bargaining positions, and if Cooper was to acquire Nicholson they had to address all of their concerns and convince them that the merger was a mutually beneficial proposition. The table below, Exhibit 7 in the case study, shows the estimated disposition of shares in early 1972: Estimated Distribution of Nicholson File Company Stock_______________ Shares supporting Cooper H. K. Porter 177,000 Cooper Industries 29,000206,000 Shares supporting VLN Nicholson family and management117,000 Owned by VLN 14,000 131,000 Shares owned by speculators 50,000 aâ‚ ¬Ã¢â‚¬Å" 100,000 Shares unaccounted for 197,000 aâ‚ ¬Ã¢â‚¬Å" 147,000 Total Nicholson shares outstanding 584,000 Shareholder Concerns There are three major groups of shareholders that Cooper must consider when putting together their offer to acquire Nicholson. These groups are Nicholson, H. K. Porter, and the group of Unaccounted for Shares and Spectator Shares. Nicholson File Company Loss of control – Nicholson managementaâ‚ ¬Ã¢â€ž ¢s greatest fear was loss of operating control. The company had been in the Nicholson family for years, and if Cooper expected to gain support for the offer by Nicholson and gain at least 86,000 shares to tip them over the majority (206,000 + 86,000 = 292,000; 584,000/2 = 292,000) they would need to guarantee them that they would work with the current management to maintain the identity and image of Nicholson. Additionally, Wall Street investors would view the maintenance of Nicholson management as a stabilizing factor in the merger. Loss of product lines aâ‚ ¬Ã¢â‚¬Å" Whichever company acquired Nicholson, there was no doubt that aggressive cost cutting measures would be pursued; this would undoubtedly mean marginal product lines would cease to exist. Although Cooper could not emphatically guarantee that nothing would change, they could guarantee that they would work with Nicholson to determine if improvements could be made to product lines at risk and thereby maintain their existence, or at the least–include Nicholson management in the decision making alternatives. H. K. Porter Stock valuation – If the merger with VPN were successful, Porter would receive VLN preferred stock for their 177,000 Nicholson shares. VLN stock performance had been dreary, and did not show any signs of growth in the short-term. This would make it difficult for them to sell the shares of VLN on the American Stock Exchange which does not trade in large blocks. Additionally, from the years 1968 to 1971, VLN net sales had grown only 3% from $97 million to $100 million. Net income actually decreased by almost 7% for the same time period from $3. 2 million to $2. 98 million. Quick Sale aâ‚ ¬Ã¢â‚¬Å" Porter will most likely sell their shares immediately after the deal is closed. They will do this because they no longer will have an interest in acquiring Nicholson, and history has shown many times over that share prices will fall rather quickly as mergers do not create synergies through added value or earnings growth. Unaccounted For Shares and Spectator Shares Valuation and Sustainability aâ‚ ¬Ã¢â‚¬Å" This voting bloc has the same concerns as Porter relative to share pricing, but is more concerned with sustainability unlike Porter who is concerned with making a quick dollar. They own a lot more shares, estimated between 150,000-200,000 shares, and are not certain that VLN Corporation projected figures are truthful. VLN Corporation has not paid consistent dividends for many quarters, and has not shown any real growth, yet is still offering to match Nicholsonaâ‚ ¬Ã¢â€ž ¢s $1. 60 dividend rate as part of the merger deal. Shareholder Negotiations Both Nicholson and Porter had strong postures regarding the merger, and Cooper needed both companies to bless the merger to get it approved by a majority of the stockholders. Cooper only owned 29,000 shares and needed a total of 292,000 shares to gain a majority. Nicholson and Unaccounted Shares The Nicholson family and management owned 117,000 shares. However, the speculation was that 150,000-200,000 of the unaccounted for shares would vote with the Nicholson family. This amount of shares would give Nicholson immense bargaining power. Cooper knew that their offer would have to be as good, if not better than VLNaâ‚ ¬Ã¢â€ž ¢s offer, as Nicholson management wholeheartedly supported the merger with VLN. H. K. Porter Porter owned 177,000 shares. This was a major voting bloc and gaining their support was essential. Luckily, Porter was eager to work with Cooper because they believed their VLN preferred stock would only be worth $23. 12 in the first year (essentially worthless). Therefore, their support would be mutually beneficial and easier to garner. Cooperaâ‚ ¬Ã¢â€ž ¢s Offer to Acquire Nicholson As has been detailed above, each group of shareholders has their own concerns and bargaining power. Cooper has to induce both Nicholson and Porter that their offer is more than fair, and as a result, all three companies and shareholders will profit. Since Nicholson has an offer pending from VLN, it is imperative that Cooperaâ‚ ¬Ã¢â€ž ¢s offer is better than VLNaâ‚ ¬Ã¢â€ž ¢s proffer. The VLN offer includes that (1) the exchange would be a tax-free transaction, (2) the $1. 60 preferred dividend equaled the current rate on the Nicholson stock, (3) a preferred share was worth a minimum of $53. 10. At the time of the proposed offer, the closing price of Cooper stock was $24 per share. In order to match the bid by VLN, Cooperaâ‚ ¬Ã¢â€ž ¢s offer would have to be greater than two-for-one for each Nicholson share. The offer would need to be in the range of 2. 5/2. 50:1 to be greater than the $53. 10 offer pending. It is of extreme importance to Nicholson that they maintain control. In mergers, culture clashes are often the aâ‚ ¬? kiss-of-death. aâ‚ ¬? Cooper has a sincere offer to maintain the integrity of the company and Nicholson would be wise to consider Cooperaâ‚ ¬Ã¢â€ž ¢s offer as their goals and interests for the long-term are mutual. Cooper has a history of successful mergers and acquisitions, which should be of some comfort to Nicholson as they will be acquired by some company or group of investors. H. K. Porter Requirements Since Porter was not able to gain a majority vote, they are willing to side with Cooper over VLN. Porter realizes that a merger between Cooper and Nicholson will give them the opportunity to convert shares of Nicholson into Cooper stock aâ‚ ¬Ã¢â‚¬Å" a much more enticing proposition than that of VLN. Cooper needs to guarantee Porter that the exchange will be tax-free, and that the Nicholson stock he converts will be worth at least $50 each. Unaccounted for Shares and Spectator Shares The offer to this voting alliance will need to be greater than the $53. 10 per share offer by VLN. They will also want the exchange to be tax-free to avoid capital gains taxes. As has been mentioned above, this group will most likely side with the Nicholson family so if the Nicholson family is satisfied, then this group will be also. Payment Considerations There are several considerations that Cooper management must take into account prior to deciding the specifics of the offer they will give Nicholson File Company in terms of dollar value and the form of payment. The form of payment may include an offer of cash, stock, debt or some combination of the payment options. Furthermore, Cooper not only has to consider Nicholson shareholders when determining what to offer, but it also needs to take into account the other 80% of the shares publicly held, including a substantial percentage of shares held by competitor H. K. Porter. As previously described, one of the challenges Cooper is facing in this acquisition is to ensure a satisfactory offer that appeals to a sufficiently broad range of shareholders with different interests. This includes H. K. Porter which currently holds about 25% of the total outstanding shares and which recently failed in its attempted acquisition of Nicholson. Also, the Nicholson family that founded Nicholson File Company currently owns approximately 20% of its own shares. The Nicholson family had also rejected Cooperaâ‚ ¬Ã¢â€ž ¢s acquisition overtures three years earlier so Cooper management is aware of how precise the offer has to be to get Nicholson ownership to sign off on the deal. Another 50% of Nicholson shares are held by speculators and by other unknown parties. Form of Payment & Dollar Value The form of payment and the parameters for the dollar value offer that may be accepted by Nicholson management is exhibited in the described failed and accepted acquisition offer in the case study of Cooper (see Chart #1 below). The acquisition offers by both H. K. Porter, $42 per share in cash and VLN Corporation, $53. 10 in convertible stock, help provide at least a range within which Cooper may tailor its offer. Based on these two offers, it appears that the appropriate form of payment should be Cooper cumulative convertible stock. The primary basis for this recommendation is that Nicholson management had already accepted an offer from VLN Corporation using convertible stock but rejected a cash offer from H. K Porter. This is consistent with Chang and Suk (1998) research which found that aâ‚ ¬? cash offers are more likely than stock offers to have termination initiated by the target firm. aâ‚ ¬? It is also believed that if Nicholson management signs off on any merger, speculators and the unknown portion of shareholders will go along with the merger. However, one negative aspect of using stock is that aâ‚ ¬? cquisitions of public targets result in insignificant bidder returns to the acquirer when stock is offeredaâ‚ ¬?. (Chang & Suk, 1998) is this a direct quote, if so we need the reference) Cooper management believes strongly that the Nicholson acquisition will not result in negative returns due to the potential improvements that can be made through simple reorganization of some Nicholson operating businesses. Also, it appears an exchange of stock is appropriate because Cooper currently only has $9 million in cash on hand and would need to incur significant debt in order to offer a decent cash offer. It already has $5 million in long-term debt due and $34 million in long-term debt outstanding, levels significant enough that may prevent Cooper management from considering a cash offer for Nicholson. Competitor Acquisition Offer Details Type of offerOffer price per shareDividendsTax FreeOffer Accepted/Rejected H. K. CooperCash$42NoNoNo VLN CorporationConvertible stock$53. 10YesYesYes VLN and Porter Offer Details Since Nicholson management has already accepted VLN Corporationaâ‚ ¬Ã¢â€ž ¢s offer, it is clear that the terms Cooper needs to offer would have to exceed those already offered by VLN. VLNaâ‚ ¬Ã¢â€ž ¢s offer included one share of VLN cumulative convertible stock for each individual share of Nicholson stock, preferred shares value at a minimum of $53. 10, $1. 60 preferred dividend equaling the current rate of Nicholson common stock, and convertible into five shares the first three years and four the fourth year. In addition, the offer was desirable since the exchange of stock would be tax-free as opposed to a cash offer. According to Dhaliwal et al (2005), to qualify as a aâ‚ ¬? tax-free acquisitionaâ‚ ¬Ã‚ ¦tax laws require that the acquirer use its own stock as payment. aâ‚ ¬? However, Cooper also has to consider the demands of H. K. Porter in order to get approval for the merger. H. K. Porter has indicated that it will not part with its shares (25% of total shares) and support the merger unless it receives aâ‚ ¬? Cooper common or convertible securities in a tax-free exchange worth at least $50 for each Nicholson share it holds. aâ‚ ¬? This demand is below the current book value of $51. 25 for Nicholson common stock, but above the $44 per share on the open market. The final consideration that assists with setting up the range for an appropriate offer that may be accepted by a simple majority of shareholders is the total value of Nicholson stock. With 584,000 shares of Nicholson File Company Stock and at $44 per share, this amounts to a total market value of $25,696,000. Therefore, in order to make the offer attractive, Cooper will have to make an offer that exceeds the market value of all of the stock but will have to ensure that the offer is not too high that it affects Cooperaâ‚ ¬Ã¢â€ž ¢s long-term plans to continue to pursue acquisitions. A basic rule for Cooper acquisitions is that they bring significant long-term returns on the acquisitions as well as steady growth in earnings per share. Recommended Offer The number of convertible shares of Cooper stock at $24, the last closing price, for each Nicholson share would have to be just above 2:1 in order to match VLNaâ‚ ¬Ã¢â€ž ¢s $53. 10 offer. So, Cooper should offer convertible stock fixed at 2-1/2:1 within the first five years after the offering. This amounts to an offer of $60 per Nicholson share. This would not only exceed VLNaâ‚ ¬Ã¢â€ž ¢s offer per share but would also help make up the deficit in dividends, $1. 40 by Cooper and $1. 60 by VLN, and make the offer more attractive to Nicholson shareholders. Overall, this offer would not only exceed VLNaâ‚ ¬Ã¢â€ž ¢s offer currently approved by Nicholson management, but would also likely gain the approval of the shares held by speculators and unknown investors. In addition, this offer meets the payment method required by H. K. Porter for its Nicholson shares, and actually exceeds the $50 minimum offer per share it had requested. As a result, it appears that Cooper should be successful persuading Nicholson shareholders and unaccounted for shareholders to accept the offer, and in return acquire at least 80% of the outstanding Nicholson shares of stock

Definition and Examples of Embolalia in Speech

The term embolalia refers to hesitation forms in  speech — meaningless filler words, phrases, or stammerings such as um, hmm, you know, like, okay, and uh. It is also called  filler, spacers, and vocal filler. Embolalia comes from two Greek words meaning something thrown in. In The Painted Word (2013),  Phil Cousineau observes that embolalia is a near-perfect word to describe what we all do at some point in our lives — we throw words around without thinking about them. Examples and Observations Um, this is a fairly unique moment both in our, you know, in our country’s history, and, and in, in, you know, my own life, and um, you know, we are facing, you know, unbelievable challenges, our economy, you know, health care, people are losing their jobs here in New York obviously um, ah, you know. (Caroline Kennedy, in an interview conducted by Nicholas Confessore and David M. Halbfinger of The New York Times, Dec. 27, 2008)Mrs. Kennedy has managed variously to seem utterly opaque while lacking in the basic skills of plain speaking. There has been not a little mockery of her dependence in conversation on the verbal filler, you know. She was heard to utter it 138 times in a conversation with reporters from The New York Times. In a single TV interview, she reportedly galloped past the 200 mark. Thats a lot of you knows. (David Usborne, Now Voters Turn Against Kennedys Stuttering Campaign. The Independent, Jan. 7, 2009)Uh, in a school. And my father, he was, uh, from the Unite d States. Just like you, ya know? He was a Yankee. Uh, he used to take me a lot to the movies. I learn. I watch the guys like Humphrey Bogart, James Cagney. They, they teach me to talk. (Al Pacino as Tony Montana in the film Scarface)Ive heard about it. I hope you go — you know — I hope you go back to the ranch and the farm is what Im about to say. (President George W. Bush, explaining that he hadnt yet seen the film Brokeback Mountain, Jan. 23, 2006) Throwing Words Around The nervous, I mean, stammering habit of, you know, inserting, I mean kinda throwing meaningless words into, you know, a sentence, when youre, ah, talking. Tossing in the word throw was no accident, as evident in its  root word, the Greek emballein, from em, in, and ballein, to throw in or at . . .. So embolalia turns out to be a sixty-four-dollar-word to describe the habit of throwing around words without thinking . . .. The habit is characterized by often uncontrollable utterances  (hmm, umm, errr), and is a cringeworthy nervous tic in languages everywhere. The cause may be a general deterioration of the spoken word, or a lack of respect for it, sheer nervousness, or a disdain for proper, poetic, or colorful use of the language. (Phil Cousineau,  The Painted Word: A Treasure Chest of Remarkable Words and Their Origins. Viva, 2013)​ In Defense of Verbal Stumbles Modish public speaking coaches will tell you that its OK to say uh or um once in a while, but the prevailing wisdom is that you should avoid such disfluencies or discourse particles entirely. Its thought that they repel listeners and make speakers appear unprepared, unconfident, stupid, or anxious (or all of these together). . . .But uh and um dont deserve eradication; theres no good reason to uproot them. . . . Filled pauses appear in all of the worlds languages, and the anti-ummers have no way to explain, if theyre so ugly, what euh in French, or à ¤h and à ¤hm in German, or eto and ano in Japanese are doing in human language at all. . . .In the history of oratory and public speaking, the notion that good speaking requires umlessness is actually a fairly recent, and very American, invention. It didnt emerge as a cultural standard until the early 20th century, when the phonograph and radio suddenly held up to speakers ears all the quirks and warbles that, before then, had flitted by. (Michael Erard, â€Å"An Uh, Er, Um Essay: In Praise of Verbal Stumbles.† Slate, July 26, 2011)