on the Merger
On February 28, 1990, WILTRON became a part of the ANRITSU family.
Each of the employees received very nice letters from Sugai-san and
from Mr. Dunwoodie. These letters culminated a series of discussions,
initiated by Goldman Sacks, our financial advisors, proceeding to
talks with several interested companies, and winding up with the agreement
for the ANRITSU acquisition of WILTRON stock and the subsequent merger
of our companies. Since my objective in the merger was to free myself
from running WILTRON, I felt that I had to honestly tell that to our
merger partner. This meant that Duane Dunwoodie had to prove himself
to the merger partner because he was the one they would count on to
run the company. Duane was the one therefore to handle the formality
of the merger talks. So he, more than anyone else, consummated the
merger. His years of working with foreign customers, particularly
Japanese, served him very well in this international deal.
Some of the well-known acquisitions that you read about are made for
strictly financial reasons, to capitalize on an undervalued stockperhaps
some understated assets. Ours was not a financial merger
but rather a strategic merger. Both ANRITSU and WILTRON
make the highest quality instruments as well as other communications
products; we sell to many of the same customers around the world.
It is interesting that with so much in common there is only minimal
competition between our products. WILTRON and ANRITSU are a good fit.
I never will forget the way Saji-san put it when he said Obviously,
1+1 equals 4. Saji-san is an officer of the Sumitomo Bank and
a financial advisor to ANRITSU. His hard work and enthusiasm helped
make our deal possible.
An interesting sidelight shows what a small world we live in. Without
realizing that we were talking to ANRITSU, my old friend Gottfreid
Lang (from our German sales office) called telling us we should talk
to ANRITSU. I knew then that we were on the right track.
I promised earlier to explain my use of the term ANRITSU family. Well,
when Duane Dunwoodie and I were in Tokyo we met ANRITSUs chairman
and presidents who among them have served for the past 50 years. Some
are retired but are still helping as advisersnow that is truly
a family isnt it?
Each of us at WILTRON had our own reaction to the merger. It was a
new idea to most of our employees, but those that I have heard from
seem pretty positive. From my own personal point of view, I am relieved.
Before the merger I felt like a man holding a tiger by the tail; how
to let go? I wanted to leave WILTRON in good hands and start on my
next career in Napa. However, I felt an obligation especially to our
old line employees who had all their savings tied up in WILTRON stock.
And I also felt a strong obligation to the WILTRON of the future and
those employees with their personal careers tied to that future. Going
public wouldnt have satisfied either obligation. The market
valuation of high tech companies was pretty low at the time.
The merger was a good solution, a win for everyone involved. WILTRON
got a very good price for our stock. If we had done more bargaining
we could have probably got more but there are times not to be greedy
for we could not have gotten a better merger partner than ANRITSU
and we wanted to get started off with them on the right foot without
making it difficult for them. Although I would have preferred to start
up my winery right away, instead, I agreed to remain for two years
and found myself working hard along with Duane Dunwoodie to get WILTRON
launched into our exciting new merger relationship. I had agreed to
help; it was my duty but also my pleasure working with such receptive
gentlemen from Japan.