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    Hanson PLC:

    Demerger and Analysis

    Nick Gross Luke Skurman Ryan GallantJack Hsu Warit Achavanuntakul

    Group 9

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    Executive SummaryHanson PLC became an extraordinarily powerful company under the leadership of its two

    founders: Sir Gordon White and James Hanson. Hanson oversaw the U.K operations, while SirWhite expanded the company by establishing a new base of operations in the U.S. Sir Whitebuilt his reputation as a corporate raider, one who overtakes large corporations both throughpassive buyout schemes and hostile ones. The company experienced an amazing growth periodfrom its inception until the early 90s, when it became apparent that Hanson PLC had become toolarge to subside by acquiring companies. In 1997, the company went through a demerger, inwhich the company was split into four different sectors: Energy, Tobacco, Chemical, andConstruction. The only splinter to maintain the Hanson name was the Construction one, whichbecomes the main academic focus of this paper.

    Hanson (the construction splinter) faced a new challenge as a company: both foundershad retired and the company needed to take a new direction to continue profitability. It is withthis in mind, that three recommendations have been put forth to ensure continued success for thecompany. Those three are: Horizontal Market Expansion, International, and USexpansion. After extensive research (see attached), it was determined that Hanson represented a

    very strong company, with solid profit margins and financials. The reason for such anaggressive strategy is simple; Hanson has a significant pool of liquid assets and expansionbecame necessary to remain competitive on a global level.

    First off, lets examine the process of horizontal market expansion. It is recommendedthroughout this paper for Hanson to expand its construction materials scope to include glass,steel and lumber. In a sense, this allows the company to become a one-stop shop for industrialconstruction materials needs. Steel and lumber are two industries that are both in a downturnand subject to a relatively cheap overtaking; a strategy that has proven successful for Hanson inthe past. As forthe glass industry, it fits very nicely into Hansons profile, especially since it isan industry that is heavily dependent upon sand, one of Hansons most abundant resources.

    Next, lets examine international and U.S. expansion as a whole. Hansons construction

    competitors have begun to expand into areas such as South America, where the industry isblooming and offering numerous opportunities for growth. It becomes necessary for Hanson tomove into the region to realize global expansion and to push its new horizontal market expansionstrategy. Also within the U.S., Hanson has a weak hold on the marketonly working in thirty ofthe fifty states. It is recommended that Hanson expand its U.S. operations in concurrence withits horizontal market expansion to maximize the companys profits and to enjoy continuedsuccess for a storied corporation.

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    Analysis of Demerger

    Hanson PLC at one point in time was one of the biggest companies in the

    world. Hanson was one of the biggest businesses in England and in America. The

    tactic that Hanson used in its original business plan was to buy companies, split them

    up, and make obscene amounts of profit off of their dismantling. Hanson grew into

    one of the largest companies and to keep up with its own growth it became necessary

    to acquire billion dollar businesses. In the world, there are only a finite number of

    billion dollar businesses. Hansons shareholders demanded dividends because they

    were accustomed to them for the previous 26 straight years.

    Hanson had a real issue at hand, how were they going to continue to grow

    when they had billions of dollars of debt and only a few companies left in the world

    that would further enhance the existing businesses that they already owned. Thus,

    Hanson decided to focus on four specific markets, Building, Chemical, Energy and

    Tobacco. Hanson started to build each one of the four segments into huge billion

    dollar businesses. Hanson was the enormous umbrella and these separate but huge

    segments all fell under it. Hanson was making friendly and hostile takeovers at any

    cost.

    When the company was first formed the driving force of the company was by

    two men, Sir Gordon White and Lord Hanson. Hanson was the man who stayed

    mostly in England and would tinker with the companies once they had been acquired.

    White was the acquisition mastermind. He had a vast array of contacts and could

    sense an opportunity to make Hanson a more profitable company from miles away.

    Together what Hanson and White set out to due was simple, make a great deal of

    profit. It sounded simple but the way in which these two worked together was

    remarkable and could hardly be replicated. The opportunities that attracted them the

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    the tobacco into separate public companies. Their reasoning was that from 1990-1996

    the companies stock had not really moved at all. It wasnt increasing or decreasing

    because investors werent thoroughly impressed with the progress that Hanson had

    achieved as of late.

    The new management knew that they had to do something dramatic and the

    demerger is the route that felt was best for many reasons. Other huge corporations

    have used demergers in the past to lift up a stock price and to get analysts excited

    about the stock again, examples of this include, Sears and AT+T. Thus, Hanson

    decided after serious deliberation that the demerger was necessary and that it was a

    good thing for the company. The other reason that Hanson felt that the demerger was

    going to be essential was because the company was simply growing too large and the

    chances of finding companies to acquire were becoming harder and harder to find.

    After the demerger they became four separate public companies, Millenium

    Chemicals, Imperial Tobacco, Energy Group PLC, Hanson PLC. Of the four publicly

    traded companies only Hanson PLC is the only one that kept the name and turned its

    focus to the building industry of the world. Hanson PLC in turn sold off the other legs

    of the company to minimize some of its large amounts of debt.

    Hanson picked the building aspect of their company to further push because

    they felt they had the best chance at total domination of the market throughout the

    world. Upon further looking into the demerger it is definitely clear that Hanson made

    a wise move in splitting up the companies. Hanson was getting too big and the idea of

    honing in their business into one specific sector seemed to make the most sense. The

    only point in the demerger that is up for debate is if they sold Imperial, Millenium and

    the Energy Group too soon and too cheaply. Some may argue that the three businesses

    should have been held longer and if one were to look into each of the individual

    companies financial performance, all have done well since being sold off. In

    conclusion Hanson probably could have gotten more for each of the companies that

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    they sold but in complete honesty, Hanson had so much debt that it was totally

    necessary to liquid some of their companies and have a better financial position. The

    companies were more valuable that what they were sold for but the time sensitivity of

    when the demerger took place indicates that Hanson made the right move and now has

    set itself up for a bright future in the building sector.

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    Recommendations

    Horizontal Market Expansion

    Not only should Hanson expand its current aggregate construction material

    market both domestically and internationally, but Hanson should also expand its

    market horizontally into new product lines. One recommendation we came up with

    was for Hanson Plc to look into other major construction material markets such as the

    steel and glass industries. In essence, Hanson would be expanding their market to

    include construction materials other than just bricks and cement, thereby turning the

    company into a one-stop shop for all industrial construction needs. Not only will

    this strategy lower the overall material cost for their clients, but it will also help

    Hanson Plc expand into new markets and increase its profit margin. To accomplish

    this goal, we recommend Hanson Plc considers buying companies from other

    construction material industries. Not only does this option fit seamlessly with Hanson

    Plcs bolt-on acquisition strategy but it would also offer a golden opportunity for the

    company to immediately expand into these new markets.

    We have selected three other major building materials industries that Hanson

    Plc should consider immersing itself within, namely the steel, glass, and timber

    markets. While these industries have somewhat different characteristics and

    opportunities as will be further discussed in the next section of the paper, were

    confident that Hanson Plcs distinctive competencies in company acquisition and

    management will be able to bring these industries together and make it a profitable

    business model. As shown throughout the history of the company, Hanson Plc has

    been able to successfully acquire and manage major companies that have significantly

    different product lines such as Tobacco and Typewriters. Nevertheless, acquiring

    companies in the steel, glass, and timber industry will not make the company lose

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    focus of its current aggregate construction material market, but rather strengthen it.

    Currently, there is no company that offers such a selection of construction materials

    on such a grand scale. Since the company will be focusing on construction

    components that are essential to the industry, Hanson Plc will gain a substantial

    advantage over its competitors when bidding for jobs.

    The following three sections are brief examinations of each of the recommended

    industries for expansion:

    Steel I ndustry

    Steel is the most basic and widely used metal in the construction world,

    accounting for more than $57 billion in sales per annum. Currently the U.S. is the

    largest steel producer in the world, accounting for 5% of the total U.S. manufacturing

    GDP. The current US Steel industry is controlled by a handful of large firms, which

    have substantial government subsidization. However, the industry has recently

    experienced a production overcapacity resulting from economic slowing in Asia and a

    global recession. Bethlehem Steel Corp., one of the biggest U.S. steel manufacturers,

    filed for Bankruptcy on Monday, October 11, signaling a significant downtrend in the

    industry.

    While the steel corporations in the U.S. are facing a hard time from the global

    recession, it might offer Hanson Plc a unique time and opportunity to buy steel

    companies that are undervalued at a premium price. The stock prices of the steel

    companies have been dropping more than 70% on average from the past two years.

    (AK steel holding 26.14 vs. 9.25, Birmingham Steel 20.12 vs. 0.54, USX US Steel

    20.75 vs.14.37). Since steel and concrete are the fundamental building materials of

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    any construction project, steel companies would be a natural fit for Hanson Plc to

    incorporate into their product line.

    Timber Industry

    Before the demerger of the company in 1990s, Hanson Plc was already

    involved in a small lumber operation. However, Hanson Plc has lost this market

    completely after breaking apart the company and selling much of its assets. Currently

    there are numerous timber companies scattered throughout the world, each holding

    their own specific lumber location area. Underdeveloped countries and North America

    are the primary market for the majority of such companies. While there is no real

    dominant firm that controls the timber market akin to the steel industry, 50% of the

    world timber production comes from the top 50 lumber companies. The high-powered

    firms, such as international paper, do not play such a big role in the construction

    materials market but rather in sheet-paper. Local middle-size wood companies are

    largely responsible for construction-grade lumber production. Considering the size

    and financial power that Hanson Plc has, it should not present a large problem for

    Hanson to acquire these companies and enter into the timber market.

    Construction-grade lumber products represent a vital construction material for

    small to medium-size construction project and any interior decorations. At present the

    market is considered very large and has very few top suppliers. By being able to

    bundle lumber with other construction materials, we feel that Hanson Plc will gain a

    huge advantage over the existing players in the market. Take into consideration that

    Hanson Plc has once run a company in this market before, the timber market will then

    represent a very attractive market for Hanson to expand into.

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    Glass I ndustry

    The glass industry is a mature but still growing industry with a rate of 3%

    annual growth. The industry includes both major corporations and small business

    companies, accounting for more than $27 billion in annual sales. There are four major

    distinct segments within the glass industry: glass containers, fiberglass, flat glass, and

    specialty glass. While research and development of all glass sectors are closely tied

    together, operations are mostly independent. Flat glass is the most widely used

    product in any construction project. We then recommend that Hanson Plc should enter

    only into the flat glass industry to maintain its focus on construction materials.

    Similar to the steel industry, recent economic recession has forced many glass

    manufacturers into a difficult position. Nevertheless, the recession seems to have less

    effect on the glass industry than the effect it had on the steel industry, as most of the

    glass companies have begun to recover from this economic downturn. One fact that

    makes the glass industry an attractive market for Hanson Plc engage itself in, is the

    fact that glass is made mostly from sand. Hanson Plcs current aggregate products also

    depend largely on the sand supply. Hence, by having two operations using the same

    line of supply material, Hanson then would be able to exploit its supply inventory to

    the fullest extent. By being able to offer flat glass products to its clients in addition to

    concrete, steel and wood material, Hanson Plc then will be able to establish itself as a

    complete provider of all major construction material, giving the company a distinct

    competitive advantage, which would in turn lead to a significant increase in profit

    margins.

    Expansion into South/Central American Market

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    We feel that Hanson must maintain its strategy of expansion into new markets

    through bolt-on acquisition. With the exception of Antarctica and Africa, Hanson has

    operations in every other continent in the world, barring South America. The entrance

    into South Western Hemisphere is the next logical step in Hanson maintaining its

    competitive advantage. We feel that Hanson stands to see considerable gains through

    expansion south of the US border.

    The South/Central American markets are in their embryonic stage, due to the

    fact that most of the countries in that region are poverty stricken. However, with the

    implementation of NAFTA, and as more American companies relocate their plants

    and operations into South America we feel Hanson stands to increase revenues by

    entering into major contracts for road construction, factories, and other infrastructure

    projects.

    It must also be considered that the value of resources such as quarries has

    consistently been increasing, even more so in recent years as regulations become

    stiffer in countries such as the US and the United Kingdom. Many South American

    nations lag behind America and Britian in this regulatory aspect. Therefore it is

    conceivable to believe that South American quarries may be purchased at a

    discount.

    Currently, two of Hanson's major competitors, Vulcan and Martin Marietta

    Materials, both have operations south of the US border. Additionally, two of the

    world's top concrete producers, Cemex and Holderbank, also have operations in

    Mexico and South America. It is our opinion that Hanson's failure to exploit this

    opportunity is a major weakness.

    We feel Mexico is the ideal place to gain a foothold in the Central American

    market. Hanson PLC currently has operations in several border states with its biggest

    plant in Texas. The purchase and integration of an existing company with a presence

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    in the region will gain Hanson market share and "pave" the way for further southern

    expansion.

    The question of who to acquire is a difficult one. This is due to the relatively

    immature and fragmented nature of the industry in Mexico as compared to Europe and

    the United States. There are many private companies who own quarries and

    plants. This makes it very difficult to find the right company to acquire. We feel that

    Hanson should not look for only one company but possibly many small companies.

    One particular company who seems to be a fit for Hanson is Grupo Cementos

    de Chiuahua, S.A. de C.V.

    "Currently it is a vertically integrated group, whose subsidiaries are engaged in

    the production and sales of gray cement, mortar, ready-mixed concrete,

    materials and aggregates for construction. The facilities include two cement

    plants, two mortar plants, seven concrete plants, two terminals and installations

    for the production and sale of construction materials and aggregates. The GCC

    Group's cement plants are located in the cities of Chihuahua and Juarez,

    fulfilling 95 percent of the market in the state of Chihuahua. The facilities to

    produce ready-mixed concrete are distributed within the state of Chihuahua,

    holding 75 percent of that

    market." (http://www.mexicosi.com/business/busdir/company.htm#building)

    We feel that by entering into the Chihuahua, Mexico's largest state, Hanson will gain

    a strong presence in the Mexican region and be positioned to move closer towards the

    equator.

    It is our belief that Hanson should not be satisfied with simply a presence in

    Mexico, we feel that they should continue expansion farther down Central America

    and into South America.

    It is our belief that Hanson should enter the Brazilian market place. Brazil is

    the largest country in South America and one of the most developed; however, it is

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    still an emerging market in most respects. Over the last ten years construction trends

    in Brazil have shown growth. Although growth may have seen a slow down in recent

    years one can partially attribute that to stagnant global economic growth, however, the

    market still exists and the opportunity for Hanson to see large profits is most certainly

    there. Additionally, the economic slowdown may in fact prove to be an advantage to

    Hanson when attempting to acquire a company. We feel that by entering into the

    Brazilian marketplace Hanson will be strategically positioned to enter into the

    remainder of South America.

    The question of who to acquire is even more complicated in Brazil than in

    Mexico. Again, the industry is fragmented, even more so than in Mexico. Also,

    finding information on potential companies to acquire has proven very difficult due to

    language barriers. It is our recommendation that Hanson not look for simply one

    company to acquire in Brazil, but many. We feel that Hanson can effectively enter

    into the Brazilian/South American market by bolting on many small companies.

    It is our recommendation that it is imperative that Hanson enter into the

    South/Central American market. Considering two of its main competitors, Vulcan

    and Martin Marietta Materials, have a South American presence, and the region is

    generally in its embryonic stage, Hanson stands to realize considerable profits from

    South American expansion.

    U.S. Expansion Strategy

    After a SWOT analysis, we have determined that Hansons primary strength is

    its acquisition skills backed by an extensive credit line. Hanson has become a

    dominant player in the building and construction industry, which makes a high

    earning growth rate hard to achieve. The global economic slowdown gives Hanson the

    opportunity to consolidate the building and construction industry.

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    We recommend Hanson starts this consolidation by acquiring small companies

    in areas of the United States where the locations offer strategic importance for

    enhancing the internal strength of Hanson. Hansons management has identified many

    of their priority concerns. Some of their recent acquisitions, such as Pioneer,

    demonstrated their skill in successfully executing this strategy. However, we believe

    Hanson is not paying enough attention to the opportunities in the United States. The

    United States has long been the technology leader in the world. The management has

    been trying to cut costs through the use of information technology and corporate

    restructuring. Both of these endeavors are very expensive and represent long-term

    commitments of resources, which make it essential to ensure the best possible

    implementation while keeping maintenance costs low. To achieve this ambitious goal,

    Hanson needs top notch companies with extensive innovative track records and

    experience in the research and development of brick manufacture, cement and quarry

    products. Hansons management has increased its investments in the research and

    development area, but there is a concern that managements consideration set is

    incomplete without a thorough search for companies in the United States.

    The development of commercial real estate has been slowing due to lower

    profit margins. This is not likely to improve over the short term as consumers become

    more frugal in the slower business environment. To benefit from this adverse

    situation, Hanson can initiate two main strategies. First, open up the emerging market

    with its abundant cash flow and gain the location convenience, exclusive rights to the

    distribution channel (wherever it is legal), and the brand recognition while other firms

    are struggling to stay afloat. This was previously outlined in our international

    expansion strategy. Secondly, reduce the variable unit costs in all of Hanson core

    businesses. At Hansons current production level, even a penny saved per unit of brick

    can result in millions of dollars. As the recession sets in and banks become more

    reluctant in offering loans, this will become an important and sustainable income.

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    Currently, the U.S. equity market environment offers good opportunities. First,

    the interest rate of loans is at an all time low since the 1960s, which reduces the

    downside loss of a wrong acquisition. Second, many firms are trading at a significant

    discount relative to their market value two years ago. This is especially true for the

    technology firms, which the management concurs to be a priority for cost reduction.

    Investing in any type of technologies has inherent risks. However, if we compare the

    relatively low cost with the high potential for gain, the risk seems justifiable.

    Information technology and material science may be the right combination for

    Hansons purposes.

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    Risk And Assumption

    Horizontal Market Expansion

    Before we consider horizontal market expansion strategy for Hanson Plc, we

    have looked into its current company structure and found that there are only two

    viable options for the company. Either Hanson Plc has to keep on expanding or it has

    to liquidate its debt position. Since we have agreed that Hanson Plcs foremost

    proficiency is its ability and know-how to acquire and manage other companies, we

    do feel strongly that it should continue on expanding. While Hanson Plcs debt

    position was undeniably large, we feel that this was in a relatively strong ratio when

    compare to its cash flow return from its bolt-on acquisition strategy.

    Acquiring other building material businesses seems to fit perfectly with Hanson

    Plcs new philosophy of bolt-on acquisition[1]since it will help the company gain a

    new advantage in its construction material market. Nevertheless this strategy also

    presents some new risks that have to be taken into serious consideration. First of all,

    there can be some hidden internal risk in each industry and company that Hanson Plc

    acquires which can make this business model turns out to be unprofitable as a whole.

    Yet, Hanson Plcs long history and experience in acquiring companies in a total

    different market lines and successfully manage them into profitable investments

    seems to make this a less threatening risk.

    Another risk in this horizontal market expansion lies within the amount of

    investment that Hanson Plc has to commit in buying companies in these market. Steel

    industry seems to represent the biggest problem in this case since few large

    corporations control most of the steel production. Nevertheless, the recent drop in

    steel industry presents Hanson Plc a unique opportunity in acquiring them without

    http://www.angelfire.com/wizard/warit/MSWork/Strat/HansonPaper.htm#_ftn1http://www.angelfire.com/wizard/warit/MSWork/Strat/HansonPaper.htm#_ftn1http://www.angelfire.com/wizard/warit/MSWork/Strat/HansonPaper.htm#_ftn1
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    spending large amount of investment. Glass and timber industry presents less trouble

    since they are control by relatively smaller firms. The speed in the acquisition of

    companies in these industries then will be a challenge that Hanson Plc has to taken

    into the account.

    Expansion into South/Central American Market

    When entering into a potentially profitable business venture there are always

    risks involved. When considering expansion into the Central American region there

    are a few risks to consider. The first being market share. Currently, several of the

    world's top concrete producers already operate in Mexico and South America. The

    risk is attempting to gain market share away from companies such as Cemex. The

    assumption we make when addressing this risk is that when Hanson finds a company

    to bolt-on, the strategy in choosing that company will be much the same as the

    previous acquisition strategy Hanson has used effectively. We assume that Hanson

    will choose the right company to gain a strong foothold and market share. Another

    associated risk is a lack of companies to acquire, or the companies Hanson would like

    to acquire are selling at a premium. The assumption we make with this is at some

    point in time in the near future the opportunity will present itself.

    Another risk when entering into the South American market is government

    stability and regulation. This is a risk that Hanson, with its global scope, manages

    everyday. We assume that currently the governments in Mexico and Brazil are stable,

    as well as there is less regulation in those countries as opposed to the US and

    UK. Additionally, we assume that Hanson is very experienced in entrance into new

    markets through acquisition and will continue to utilize its controls, be aware of

    events in the region, and remain profitable at the end of the day.

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    Despite the risks, we feel that due to Hanson's global scope and expertise in

    entrance into new markets via acquisition, they will have little difficulty succeeding in

    the South/Central American market place. We feel that this is an extremely large and

    potentially profitable opportunity.

    U.S. Expansion Strategy

    We assume that Hansons excellent credential and global leadership attracts

    enough talents, who understand which technologies can add enough potential value to

    Hanson to justify the tech firms cost plus the expected value of the potential loss.

    Hansons long history in traditional industries may also make it harder for the

    company to achieve high level of technology adoption, which is usually a

    precondition for realizing the gains.

    Supporting Analysis

    Distinctive Competencies

    Hanson Plc has the size, the money and know-how experience in takingcompanies over. This gives them a unique opportunity in implementing their

    bolt-on acquisition strategy, which turns out to be their most profitable business

    models.

    Hanson Plc has very strong cash flow. In 2001, the company reported an

    f189 million cash generate from operation. (58% growth rate from previous

    year.) This cash flow makes Hanson Plc a very strong company financially

    even though it has considered amount of debts.

    Given its size and strong cash flow, Hanson Plc has a stable company

    structure that enables its client to trust to make deal with. Since it is also the

    biggest player in the aggregate construction material market, it has a huge

    amount of power.

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    SWOT Analysis

    Strengths:

    Hanson PLC has been able to improved and enlarged asset allocation by

    acquiring companies and sell off the ones that dont fit into the companys core

    business. The acquisition process has been a quick way to expand geographically

    allowing better global diversification. The recent purchase of Pioneer has given

    Hanson a much stronger presence in several developing and emerging markets.

    Pioneer also contributes strongly to the talent pool of Hansons management, which is

    a long term asset for continuing success. Hansons management has been known forits exceptional ability to acquire companies at excellent prices and profit from them

    through integration or selling each pieces after fixing up the inefficiencies through

    management restructuring. For Hanson to agree to the price of 1.73 billion dollars,

    Pioneer must be very good. The annual report suggests that Pioneer is already adding

    to the earnings of Hanson despite the global downturn.

    Smart use of information technology enables Hanson to share efficiently

    information developed and used in different departments, which helps cutting down

    the research and development costs. The fast transfer of information through various

    methods of organizing and mining data helps capacity planning, which reduces

    inventory levels and shorten customer response time. An efficient operation with good

    management helps keep the customers happy by giving them quality products that

    meets their needs.

    Hanson has traditionally organized its various companies and divisions into

    autonomous units and give each unit a separate management. While this has worked

    well while Hanson had 150 businesses in its portfolio, we believe as the company

    become much more concentrated in a few businesses all related to the constructions of

    infrastructures, it is good strategy to start this more centralized form of managementfor best utilization of cross company/division resources and knowledge bases.

    Hansons operations and earnings has shown improvements over the last five years

    despite the Asian Crisis and the troubling economy. As one of the largest ready-mix

    cement, brick and quarry manufacturer of the world, Hanson enjoys good economy

    scale that gives it significant cost advantage. The cost advantage and solid financial

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    position enables Hanson to take the lead in the pricing of its products without much

    worry about price wars from the smaller competitors in the industry.

    Weaknesses:

    The integration and sharing of various types of information through out the

    company may present a risk for the loss of information as some of these get sell off.

    The information asymmetry between different departments also may embark political

    plays, which leads to another operation inefficiencies. If Hanson has designed the

    companys information flow well and offer adequate incentives for team-based

    performance, this weakness can be alleviated.

    The other potential weakness of growing through acquisition is the cultural and

    focus fit of the acquired with the buying company. This risk can be minimized withexperience and research.

    The more difficult weakness to cure is that as the company gets big and

    focused, the risk of high losses resulting from one industry downturn becomes larger,

    which often leads to low stock price and cash flow. This combination makes a

    company a vulnerable target for hostile takeovers. Hanson has grown for years by

    doing this to others, so it may be more skilled in avoiding this unfortunate scenario.

    Nevertheless, we see this as a weakness for concern.

    Opportunities:

    China, Indonesia, Barcelona and Madrid are all going through significant

    restructuring and developments. These foreign operations help diversify Hansons

    portfolio. While Hanson is the leading supplier in the industry in Britain, there are still

    plenty of opportunities pursue, as the government undertakes many long-erm building

    projects of large public infrastructures. If Hanson succeeds, it may also boost its brand

    recognition in Britain.

    Threats:

    Australia, UK, North Carolina, Texas are facing weakening markets, while the

    costs of natural gas has increased significantly. So far, this threat has been alleviated

    through continuing expansion of markets. However, if the condition worsens, Hanson

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    will need to better utilize its strengths and apply them to additional opportunities to

    maintain the earnings and its shareholders confidence. Otherwise, Hanson may die by

    its own sword.

    Value Chain

    We feel that a value chain analysis was not a very applicable business analysis

    tool for Hanson Plc simply because Hanson has too many independent businesses.

    While value chain provides a good analytical tool to identify the business processes in

    each company, it is rather hard when applying this to a large diversified conglomerate.

    Even though after the demerger, Hanson Plc only focused on constructional materials,

    their characteristics can still be described as a large umbrella company that hosts

    many different construction companies. The only reasonable way to apply the model

    is to analyze each of their internal company processes individually and we feel that

    this was outside the scope of this paper and would bring little value to the argument as

    a whole.Porters Five Forces

    The Risk of New Entry by Potential Competi tors:

    When one were to analyze the potential for new competitors in the building and

    construction segment in the way in which Hanson is currently positioned, it is highly

    doubtful that new competition would put up. Hanson is a billion dollar business and

    has a stranglehold on the entire construction business, namely the concrete business

    all over the world. There will always be new competitors but the chances of newcompetitors that would compare in size to that of Hanson is minimal.

    The Degree of r ivalry among established companies with in an industry:

    The degree of rivalry among the established players in this industry is pretty

    significant. When one were to consider the fact that each of these contracts that can

    get for concrete, in a market like China the competition for that contract is high

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    competitive. There are price wars to lowball the competition there are several tactics

    always being used to land these highly coveted highly profitable contracts.

    The Bargaining Power of Buyers:The bargaining power of the Buyer, namely huge corporations or governments

    usually have the power in this relationship. In the case of Hanson, the government will

    issue a bid and indicate how much they are willing to pay for the work to be

    completed. If Hanson cannot make it for the bid price they simply will not get the job.

    But in the case of their competition it is necessary to sometimes make a marginal

    profit to continue to gain market share and get high profile clients.

    The Bargaini ng Power of the Suppli ers:The supplier in this case would be Hanson and they have to succumb the bid

    prices of the buyers. Therefore they dont have a lot of power in the relationship. The

    bargaining power that they do have is in their overall business plan. When then have

    successful operations in all countries and have a great track record thats where the

    bargaining power of Hanson can come in, great reputation and price cost leader,

    Hanson is able to attract businesses in this facet.

    The Threat of Substi tute Products:

    Hanson is a company that sells the actual items to the construction companiesthat allow them to complete their jobs. Therefore it is unlikely that a company will

    produce a material that will replace concrete or steel or quarries. The threat of

    substitute products is minimal to non-existent.

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    Financial Analysis

    Over the six months ending on December 31, 2000 Hanson enjoyed a profit

    margin of 11.7%, revenue growth of 69.1%, and a sales growth of 63.3%. Over the

    course of the year Hanson saw gains from many sources, its strongest source of cash

    flow was its operations. Hanson's total operating cash flow was $554.9

    million. Considerable amounts of cash have also been received from selling

    businesses, fixed assets and investments, $104.5 million. At the beginning of 2000,

    Hanson had a total debt obligation of $2,927.1 million.

    Over the course of 2000 Hanson increased this number considerably to $4,569

    million. This was predominantly due to the acquisition of Australian-based building

    materials company Pioneer International Limited on April 26, 2000. This represented

    the largest single transaction for Hanson since the demerger in 1997. The acquisition

    is considered to be very beneficial to Hanson because it strengthens Hanson's existing

    positions in its current markets, while providing a foothold in the Australian market.

    The cost of the acquisition was 1,542.8 million or roughly $2,268.8 million at

    a .68 pounds for dollars exchange rate. Hanson paid for this acquisition by an upfront

    cash payment of 1,161.7m to Pioneers shareholders and also, by issuing 82.4m

    Hanson shares valued at 381.1m to make up the balance of the acquisition cost. Over

    the course of the year Hanson has also increased its borrowings in order to rebuild

    their cash position.

    It is one of Hanson's priorities that they generate enough cash in order to

    manage their high level of debt. Sales of existing subsidiaries, such as their waste

    management business in 2000, will provide cash flow for Hanson, however, they still

    must maintain their revenues and profit margins. Hanson uses an interest cover ratio,

    which measures the amount of interest that they pay against the cash earnings

    generated by the company to set a maximum amount of debt we are comfortable

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    with. Over the cycle Hanson believes this ratio to be about five times, and is currently

    at that level.

    Hanson's balance sheet (below) is strong. In order to maintain its past success,

    Hanson must maintain a strong cash position in order to continue its strategy of bolt

    on acquisitions. To do this Hanson must maintain both its operating revenues and

    profit margins, as well as continuing to sell off sectors of the company they believe to

    not be as profitable as other possible ventures.

    ANNUAL BALANCE SHEETIn Millions of U.S. Dollars(except for per shareitems)

    As of12/31/00

    As of12/31/99

    Restated12/31/00

    As of12/31/98

    Restated12/31/99

    As of12/31/97

    As of10/01/96

    Cash 1,331.2 1,882.0 2,356.6 2,609.1 6,018.1

    Short Term Investments 597.8 667.6 74.0 9.4 27.6

    Cash and Short TermInvestments

    1,929.0 2,549.6 2,430.6 2,618.6 6,045.7

    Trade AccountsReceivable, Net

    846.9 450.2 580.6 523.1 4,541.9

    Other Receivables

    Total Receivables, Net 846.9 450.2 580.6 523.1 4,541.9Total Inventory 531.1 365.5 309.7 496.2 959.9Prepaid Expenses 331.3 213.1 232.5 0.0Other Current Assets 242.2 254.0 Total Current Assets 3,880.6 3,832.4 3,320.9 3,870.4 11,547.6

    Property/ Plant/Equipment, Net

    4,455.2 3,206.2 2,901.7 2,985.1 9,244.6

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    Goodwill, Net 1,625.3 427.0 102.5 0.0 Intangibles, Net Long Term Investments 445.7 99.9 191.6 181.4 290.3Total Assets 10,406.7 7,565.5 6,516.7 7,036.9 21,082.4

    Accounts Payable 522.6 267.3 208.9 275.2 888.0Accrued Expenses 641.7 589.4 643.7 660.7 2,288.5Notes Payable/ ShortTerm Debt

    2,197.7 1,467.5 1,427.6 5,195.9

    Current Port. LT Debt/Capital Leases

    893.5

    Other Current Liabilities 99.7 87.1 82.7 75.6 0.0Total Current Liabilities 3,461.7 2,411.3 1,828.7 2,439.0 8,372.4

    Long Term Debt 2,371.7 1,459.7 1,461.5 1,495.9 4,452.4

    Capital Lease

    Obligations

    Total Long Term Debt 2,371.7 1,459.7 1,461.5 1,495.9 4,452.4

    Total Debt 4,569.4 2,927.1 2,355.0 2,923.5 9,648.3

    Deferred Income Tax 236.3 231.3 661.8 0.0Minority Interest Other Liabilities 828.6 782.4 915.4 1,167.9 4,577.9Total Liabilities 6,898.3 4,884.8 4,205.7 5,764.7 17,402.8

    Redeemable Preferred

    Stock Preferred Stock - NonRedeemable, Net

    Common Stock 2,134.0 1,892.6 1,891.7 1,890.9 1,889.8Additional Paid-In Capital 2,165.7 2,165.5 2,165.0 2,164.3 2,164.0Retained Earnings(Accum. Deficit)

    (1,105.2) (1,377.4) (1,745.7) (2,783.0) (613.6)

    Treasury Stock -Common

    Other Equity 313.9 0.0 0.0 0.0 239.5Total Equity 3,508.4 2,680.7 2,311.0 1,272.1 3,679.7

    Total Liability &Shareholders Equity

    10,406.7 7,565.5 6,516.7 7,036.9 21,082.4

    Shares Outs. - CommonStock

    735.16 651.73 651.73 651.40 651.07

    Total Common SharesOutstanding

    735.16 651.73 651.73 651.40 651.07

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    Employees (actualfigures)

    27,000 14,000 14,000 16,000

    Number of CommonShareholders (actual

    figures)

    74,613 134,576

    Currency Exchange Rate(most recent)

    0.689 British Pounds / U.S. Dollar

    ADR Information 5 Share(s) Per ADR


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