Tesla and Gm Proposed Merger

Dear Fellow Shareholders

A meeting of Shareholders is scheduled for Saturday, February 23, 2013. Enclosed is a copy of our proxy statement. At this meeting of shareholders, the Board of Directors will be seeking approval to acquire Tesla Motors. The Board of Directors believes that this merger will provide General Motors revenue, growth, and competitive edge to our existing product mix.

Additional information concerning this matter is presented in the body of the proxy statement. We encourage you to review this information. Please take a moment and sign, date, and return the enclosed form of proxy. This way your shares will be represented whether or not you are able to attend the meeting. We would like to thank you for your attention to this matter and for your continued support. Respectfully, Chief Executive Officer General Motors and Tesla Merger The General Motors-Tesla acquisition is a great opportunity to combine similar and innovative companies in the auto industry.

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The following report will help elucidate why we are confident that this acquisition must take place. We will provide you with detailed information in regards to our reasons and considerations why this merger must take place and how it benefits General Motors, Tesla Motors each company’s shareholders and consumers. General Motors (G. M.) acquisition of Tesla will take this company forward and position us with leading edge technology in the industry, possibly taking over Toyota at the top. G. M. can utilize Tesla’s innovation and technologies to continue to move forward with our vision to design, build, and sell the world’s best cars.

Conversely, Tesla’s can utilize GM’s manufacturing facilities and distribution channels to exercise economies of scale and achieve their goals of making electric cars available to all social classes. In addition, Tesla can use GM to help them with their finances cutting their debt to the U. S. government. Moreover, with the synergies between these two companies, the cost of electric vehicles will be affordable. The cost of electric vehicles today makes them available only for the well-to-do but with this merger, the vision of Tesla to distribute electric affordable cars worldwide will come to fruition.

Furthermore, considerations and reasons for this merger will also be discussed. In this report we will present an overview of both companies, strategies, SWOT and STEEP analysis, product development, justification for the merger, nature of the offer, integration plan, financials, risk and, reasons why merger should be approved by G. M. and TSLA shareholders and board of directors.

Vision

To design, build and sell the world’s best vehicles (Akerson, 2010).

Mission

"G. M. is a multinational corporation engaged in socially responsible operations, worldwide. It is dedicated to provide products and services of such quality that our customers will receive superior value while our employees and business partners will share in our success and our stockholders will receive a sustained superior return on their investment" (Buchen, 2011). Where G. M. started. Forward Thinking: GM was started by a horse carriage salesman named William Crapo "Billy" Durant in 1908. Prior to that Billy started his own carriage manufacturing company in 1886 and managed to turn $2,000 into $2 million. Around the 1900’s small independent makers were producing gasoline-powered carriages in garages.

These carriages were not popular as there were very few in use. Instead of fighting the new technology Durant embraced change, thought forward, and bought a small gas-powered carriage manufacturing company called Buick. At the time there had only been 37 Buicks ever sold. Shortly after buying Buick Durant made improvements to the Buick and showed it at the New York auto show in 1904. He left the auto show that year with more than 1,000 orders for the Buick (Folsom, 1998). Because of Durant’s willingness to embrace change and the needs of the markets, G. M. ould soon become the industry leader in personal transportation and would remain there for the next 70 years. GM also was forward thinking when considering their employees. G. M. was a leader in compensating their employees favorably, while continually churning out a steady income for investors resulting from their high-speed growth. The organization also provided by far one of the country’s most copious health care and benefit plans. Throughout the 1950s G. M. leaders and workers were pleased to declare the company had the highest compensated employees in the US.

To ensure employees were accessible to return after shutdowns for model year changes, G. M. consented to a revolutionary union clause that compensated workers idled by shutdowns. Also, G. M. made available great pension plans with significant retirement compensation and maximum benefits for long-time employees. This “Success Formula” permitted G. M. to take control of the industry. The company’s identity to be the largest – the General – was wedded to their strategy of owning the biggest distribution along with the broadest product range. And the Success Formula was effective, as each and every year G.

M. sold far more cars and trucks compared to anyone else even while creating outstanding rates of return from the 1940s throughout the 1960s and into the 1970s. GM would not exist today nor would they have been so successful if Mr. Durant had not adapted to the changes in the personal transportation market before it was obvious to the competition. Ultimately, this is type of innovative and forward thinking is what leads to companies taking a commanding control of a market thus forcing the competition to play catch up. This type of innovative thinking is what has helped G.

M. to achieve their mission of providing their shareholders a superior return on their investment and it is their goal to continue in this type of success. Current State of the Market: The U. S. market is the largest in the world for the auto industry, but due to the saturation of automobiles available in the U. S. market, it is not a market of rapid growth. However, other emerging economies are. Nations like China, Europe, Japan and India all have great potential for strong growth. China in particular is poised for rapid middle class expansion and conomic growth, which makes them a prime market to explore. “Over the past decade, G. M. and our joint venture partners have built a leading position in China - the world’s largest automotive market - with share increasing from 3. 4 percent in 2000 to our current 12. 8 percent (in 2012). ”(General Motors Company 2010 Annual Report, 2010) GM has gone from being the leader in the Chinese auto industry since 2005, to losing the market lead in 2012. The competition has caught up with G. M. once again as they did in the U. S. It’s now time for G. M. to change the game, in the U. S. nd in China. They have potential to take a commanding lead in the industry by following the actions of Mr. Durant in 1904, by thinking forward and embracing the shift in the market. There are many factors to be considered by players in the auto industry and what influence will impact their markets. We will focus on three factors we consider critical to GM's future success; pollution and regulation, supply, demand and cost of oil and the rapid adaptation and dependency of automobiles in China and the regulations that will restrict conventionally powered vehicles. Pollution and Regulation

Due to the lack of regulation of emissions many large cities in China have the poorest quality air in the world (McIntyre, 2010). “Air quality has long been a problem in the Chinese capital, Beijing, and levels have been reported to be more than 30 times above the level declared safe by the World Health Organization” (Branigan, 2013). China’s leading cause of death is cardiovascular disease and respiratory disease that attributed to 53% of China’s annual deaths (World Health Organization, 2011). In an attempt to reduce air pollution the Chinese government has began to regulate their citizens use of automobiles.

There are restrictions on what days specified groups of people can drive their autos. Also, the larger cities have limited the number of conventional gasoline powered vehicles that can be registered each year. This restriction does not apply to electric vehicles. Supply, demand and cost of oil The current production of oil is near the highest levels in history yet the demand is ever yet increasing. This has, and will continue, to increase the cost of gasoline. This increase will continue to move the world away from the solitary use of gasoline-powered vehicles. Though oil consumption has teadied in the U. S. it only continues to increase at a high rate and is projected to continue through 2035. The increased cost to power personal vehicles will likely curb consumers purchases of gasoline fuel cars. Many of China’s citizens are just entering into the car market for the first time because many of them have only recently reached a level of disposable income, which allowed them to enter the market. With increasing fuel costs, government registration restrictions and financial incentives Chinese consumers may be swayed from purchasing a conventional gas powered car.

Rapid of Automobile Industry in China and Government Support Rising incomes and a growing middle class creating a larger consumer culture have fueled domestic demand. The purchase of an automobile is increasingly becoming a symbol of financial success (APCO Worldwide, 2010). The Chinese economy is enjoying the auto industry boom and does not want to slow its progress, but admits the pollution resulting from more automobiles on the streets of China will force them to promote sustainable transportation.

A report by the Chinese Office of the State Council states, “The automobile industry is an important pillar industry of the national economy, and the automobile industry is an important pillar industry of the national economy, and plays an important role in the national economic and social development” (The State Council, China, 2012). In 2009 the ownership potential for personal transportation growth in China was immense. In China, per capita car ownership was still only 4. 78% in 2009, as compared to 40% in developed nations. This is a strong sign that domestic demand for passenger vehicles will remain high in years to come. ” (APCO Worldwide, 2010). China’s Ministry of Technology has laid out a plan and targets that will allow China to progressively shift toward electric vehicles, specifically 2 million electric cars by 2020.

Their specific goals are to:

• Maximum speed of not less than 100 km/h (62 mph) - All-electric driving ranges of not less than 150 km (93 miles) and 50 km (31 miles), respectively - Battery power/kg target of 150W/kg, at a cost of 2 Yuan/Wh ($0. 1/Wh), with a cycle life of 2,000 or more than 10 years
• Electric drive system power density of 2. 5 kW/kg, at a cost of 200 yuan/kW.
• In 2020, the battery module should have a specific energy of 300 Wh/kg or more. ” (Millikin,2012).

Where is the market going?

The quickest maturing private transportation marketplace is without a doubt China. McKinsey & Co, the global management-consulting firm, has shown that China's automotive market will increase each year by 8% to 22 million yearly auto sales by 2020. The report also stated the emergence in China's automobile industry would be led by new buyers in China.

Estimations vary as to how expansive the Chinese auto market will be by the end of the decade. Bob Socia, the G. M. China president has even stated, "A consensus is forming that sales may rise to as many as 30 million vehicles by 2020. ” (Higgins, 2013) http://www. economist. com/node/18898433 Electric cars, specifically, are the emerging growth market. Currently, electric car growth is from 2011 to 2012 was “approximately 600%” (Wahlman, 2012). The electric vehicle markets are projected to grow to 7% of total car sales in China, 8% in Europe and 5% in Japan by 2020 (The Economist, 2011).

In a report by China’s State Council will implement plans and funding to build an infrastructure and incentives to facilitate the growth and use of electric vehicles in China. They are currently funding the installation of over 400,000 charging stations throughout the country and over $9,000 in rebates for consumers purchasing an electric vehicle. Also, the government is lifting all registration limitations for EV’s and restriction for driving limitations on any particular day for gasoline-powered cars will not apply to owners of electric cars. Many other countries of the world are supporting and funding electric car infrastructure as well.

The Sustainable Development Ministry of France has announced to promote the installation of 400,000 charging points in France up to 2015 as well (INRETS, 2012). France has committed $3. 6 billion over the next 10 years to subsidize the building of infrastructure and adaptation of their power grid for electric cars. The Dutch government created the “Formula E Team,” and plans to put up 10,000 charging points by 2012. The Portuguese government wants to enlarge to renewable energy sector up to 60% and usage of electric vehicles and increase the number of charging stations in Portugal by 1300.

There is a long list of countries that are creating policies and regulations that will force the auto industry to develop electric cars. So where does G. M. fit in with the auto market of tomorrow? Currently G. M. is not poised to take a lead in the Chinese auto industry. G. M. has not made progress in the Chinese market and is currently falling behind. Given the evidence stated China should be the primary focus for GM. The Chinese needs are clearly defined and definitively stated by the government. These needs are that of a car that Tesla is willing and capable of delivering given G. M. s infrastructure. Shareholders goals Corporate Mission: "G. M. is a multinational corporation engaged in socially responsible operations, worldwide. It is dedicated to provide products and services of such quality that our customers will receive superior value while our employees and business partners will share in our success and our stockholders will receive a sustained superior return on their investment" (Buchen, 2011). Since G. M. 's recent IPO post bankruptcy, shareholder returns have been lacking. Their first day IPO price was near $34 and as of February the stock price is $27.

Some would say they have failed to realize part of their corporate mission, obtaining superior returns for their shareholders. G. M. is still selling the same thing they were before their bankruptcy. They have only inched toward what government and consumers are pushing for, electric cars. Their impotent attempt at a hybrid failed to meet even the over ten year old technology of the Toyota Prius. The electric battery will get a lacking 32 miles before it’s dead and has to switch over to a, you guessed it, gasoline engine that gets 35 MPG. Investors are telling G. M. hrough it’s stock price that they need to be innovative like their competitors, find more growth in the industry and they will have to do this all better than their competitors. For many of the reasons stated previously, G. M. can appease their stockholders by taking advantage of the ingenuity and technology of a company like Tesla. Competitors and their economic position (Competitive position) Where is G. M. on the EV horizon? Well we might say they have yet to come into view. According to General Motors CEO Dan Akerson says G. M. has a better than 50-50 chance to develop a car that will go to 200 miles on a charge in the next four years. That would be a game changer. ” says Akerson (Gordon-Bloomfeild, 2012). A 50% chance to create a car that gets more than 200 miles on a charge, you don’t say. Let’s see where the competition lies. Tesla already has two sports cars that exceed 200 miles per charge and they started from scratch two years ago. ECOmove, a Danish car builder, has created a compact EV that has a range of 500 miles on a single charge. The Li-ion Motors, X-Tracer, RaceAbout, Aptera, TW4XP and ZAP are all small teams that have developed cars that exceed 200 miles per charge and have an electrically rated MPG of over 100 MPG.

Unlike cash rich G. M. ’s 50-50 shot at a 200+ mile range on a single charge dream, these companies have built these cars, some of which are going into production, on a shoestring budget and practically in their home garages. There is plenty of competition in this industry and like the small gasoline powered carriages of yesteryear, being built in garages across America, small companies across the globe are poised to change the world and the personal transportation market forever. In other words, G. M. is currently nowhere to be seen in the future of the automotive industry. A frustrated but upbeat General Motors CEO (Dan Akerson) told employees that he's working to wipe out fiefdoms that remain in the company and bring its culture into the 21st Century” (Krisher, 2012). As with G. M. ’s cars and technologies after their bankruptcy not much has changed with their culture either. Many of the upper and middle management have retained their old ways. This shows through in their lack of vision in the Chevrolet Volt. This car was their showcase car, the car that would prove they are a new company ready for the 21st century.

It does show who they are and the vision they have... if that image is supposed to be ten years ago. Our Target Acquisition The Company we are proposing that GM acquire/merge with is Tesla Motors. This is a visionary all-electric car company that was founded in 2003. We believe what Tesla Motors and its electric technology is at the forefront of the automotive transition from the internal combustion engine to greener alternatives. Why are future car buyers choosing greener alternatives? They are weighing four different factors of gas efficiency, environmental impact, technology, and cost.

Gas efficiency is factor that is more important than reliability for consumers. “According to a recent study by J. D. Power & Associates, fuel efficiency has replaced reliability, incentives and exterior styling as the number one influencer when it comes to car buying” (Big Green Head, 2013). Environmental impact is one of the factors consider when purchasing a new vehicle because consumers are becoming more aware of the impact of their carbon footprints. A third factor consumer considers is technology making buying an all-electric car enticing.

The fourth important factor remains purchasing a car at the right price (Big Green Head, 2013). The new car purchase needs to be gas efficient, minimally impact the environment, while having novel technology at an affordable price. The manufacture that brings an all-electric vehicle to the market with innovative technology at an affordable cost will capture this growing market. Tesla's Mission/Vision Tesla Motors is our target acquisition because their goal fits where we believe the automobile business is transforming to.

Tesla’s mission statement is “Tesla Motors designs and sells high-performance, highly efficient electric sports cars, with no compromises. Tesla Motors cars combine style, acceleration, and handling with advanced technologies that make them among the quickest and the most energy-efficient cars on the road” (Tesla Motors Inc. Mission Statement, 2012). Tesla’s mission statement matches where we predict the automobile industry is moving to. Electric cars are the ultimate fuel efficiency motors that minimally impacts the environment since charging a car uses economies of scale to create the electricity.

Tesla Motors uses the latest technology to achieve longer driving distances and faster charging times. What General Motors can offer Tesla Motors in a merger is adding manufacturing efficiency to bring the next generation electric vehicle at an affordable price. Tesla Motors’ strategic vision also matches our vision of this merger. Their strategic vision is to “Create the most compelling car company of the 21st century by driving the world’s transition to electric vehicles” (Tesla Motors Company Overview, 2011). We want to partner with this vision and with our manufacturing efficiency combined Tesla and G.

M. can quickly bring an affordably priced electric vehicle to the market accelerating Tesla’s vision of world’s transition to electric vehicles. The core concept of Tesla’s vision is to make the benefits of electric vehicles available worldwide. “The reliance on the gasoline-powered internal combustion engine as the principal automobile powertrain technology has raised environmental concerns, created dependence among industrialized and developing nations on oil largely imported from foreign nations and exposed consumers to volatile fuel prices” (About Tesla, n. d. ).

The question of oil dependence has been a question for America since the oil crisis of 1973, but the technology is just getting to the point of making all electric achievable for the mass market. Another of Tesla Motors visionary method of selling cars that we want to sustain is their sales and service centers. In Tesla’s words, “we utilize an innovative distribution model based on Company-owned sales and service centers. This approach allows us to maintain the highest levels of customer experience and benefit from short customer feedback loops to ensure our customer needs are fulfilled” (About Tesla, n. d. ).

This approach is similar to Apple’s approach to their Apple stores. Tesla wants an innovative approach to the car purchasing process that breaks away from the franchised dealership model. This is a change from our current model of how General Motors currently sells cars but we believe this offers a new buying experience that will be appealing to customers that are interested in all-electric technology. Tesla's company description Tesla describes its company in one sentence “TESLA MOTORS was founded in 2003 by a group of intrepid Silicon Valley engineers who set out to prove that electric vehicles could be awesome” (About Tesla, n. . ). The business world views Tesla from this perspective: Tesla Motors, Inc. designs, develops, manufactures and sells fully electric vehicles and advanced electric vehicle powertrain components. It provides services for the development of electric powertrain components and sells electric powertrain components to other automotive manufacturers. Tesla Motors manufactured its first electric vehicle, Tesla Roadster in 2008. It was founded by Jeffrey B. Straubel, Elon R. Musk and Marc Tarpenning on July 1, 2003 and is headquartered in Palo Alto, CA.

The key takeaway from Tesla’s company description is that five years after founding the company it manufactured an all-electric sports car. Tesla went after the niche market of high-end electric because at that time it was only the rich that could afford to purchase this eco-friendly alternative. With Tesla’s continued advances in technology combined with General Motors manufacturing experience we will make the first all-electric vehicle available worldwide at the $30 thousand price point. Tesla Motors’ Financial Position Tesla’s financial position for 2012 showed decreasing cash but also decreasing debt.

As of September 30, 2012 cash and cash equivalents represented $85. 7 million down from $255. 3 million on December 31, 2011. Long-term debt decreased to $465. 0 million from $276. 3 billion over this same time period. Tesla Motors’ long-term debt to capitalization ratio also declined over this period to 106. 4% from 55. 2% (Zacks Equity Research, 2012). Overall Tesla Motors still needs to borrow quite a bit in order to continue its growth. The cash expenditures are because for 2012 Tesla geared production up for its new car the Model S selling 253 in the third quarter. Cash outflow from operating activities increased substantially to $206. 0 million in the first nine months of 2012 from $87. 3 million in the same period of 2011” (Zacks Equity Research, 2012). The Model S is Tesla’s first venture into the premium vehicle market. Previously Tesla was exclusively in the performance vehicle market with its Roadster model, which married an electric drivetrain with a modified Lotus Elise platform. The significance of this new model is that the Model S starts at $52,400, after the $7500 Federal Tax Credit, and the Roadster starts at $109,000 (Options & Pricing, n. . ). Does this financial position leave Tesla vulnerable? “Without the hundreds of millions of dollars Tesla TSLA has received from the federal government this year, the electric-car maker’s financials would be gasping for air as 2012” ended (Shinal, 2012). Shinal goes on with a verbal picture of financial distress for Tesla. Given Tesla’s recent history, though, it’s hard to see how the carmaker could post a quarterly operating profit. In fact, Tesla’s cash flow from operations for the first nine months of 2012 was negative, running a deficit of $206 million.

The company’s income statement is also pretty ugly, as third-quarter revenue fell 13% from the year-earlier quarter, to $50 million, while Tesla’s quarterly net loss widened to $111 million from $65 million (2012). We think this is the perfect time to acquire Tesla Motors because it is feeling financial stress and at cusp of increasing its market share. Besides the Model S, Tesla is developing its Model X also targeting the premium vehicle as a utilitarian option featuring all wheel drive for 2014. But to really transform the automobile market to electric Tesla needs to lower the entry price from $50 thousand to $30 thousand.

They have this in their strategic plan called the Gen III and was initially speculated to be available in 2015. However, with the challenges of launching the Model S perhaps Tesla Motors could use a partner to ensure the Gen III is launched in 2015 if not earlier. With General Motors experience and economies of scale for bringing new models to the market the Gen III could be the first all-electric vehicle that consumers adopt especially in the cultures that are already seeking this solution to mitigate environmental problems.

Tesla Motors’ culture

Tesla Motors is headquartered in Palo Alto California and was founded by a “group of intrepid Silicon Valley engineers who set out to prove that electric vehicles could be awesome” (About Tesla, n. d. ). The last word sums it up, ‘awesome’, at least that is our first thought of Tesla culture which is a laid back ‘Google-environment’ where between creating new electric vehicle designs in lounge rooms employees are socializing and never want to leave work. Maybe that was the vision of Silicon Valley before the tech bubble burst, but looking at reviews from employees Tesla gets average reviews. Employees say it’s ‘OK’” giving their employer a 3. 4 out of 5 and 65% recommending this company to a friend (Tesla Motors Reviews, 2013). A distinctive culture does not seem to exist, except that this company is located in Silicon Valley. The lack of a distinct culture may be due that it was founded 10 years ago. However other relative young companies such as Facebook have very distinct cultures. Out of a top rating of 5, compensation and benefits is rated the best at 3, job culture is rated 2. 5, and management, job work/life balance, and job security/advancement are all rated 2 (tesla motors Employer Reviews, n. d. . Employees are likely to be open for change the challenge for this target acquisition is not force the existing General Motors culture onto Tesla employees. This will not likely be a good fit since even though we are a multinational company we are headquartered in Detroit and our core Midwest culture is different than Silicone Valley. Our strategy is to take the Tesla Motors culture as the base and then hire consultants that specialize in workplace cultures perform surveys and create an improvement plan to move the existing Tesla workplace culture from ‘OK’ to ‘Awesome’ like the founders envisioned for their cars.

Risk

In analyzing this merger we felt it key to conduct a strategic analysis to outline what areas may pose a current high risk for both G. M. and Tesla but we also felt it was key to outline what areas both companies are doing well in. The two tools we felt would be most beneficial to this analysis and transferable to our shareholders to interpret are the SWOT and STEEP analysis. A SWOT analysis is a tool for audit and analysis of a company's overall strategic position. SWOT is an acronym for Strengths, Weaknesses, Opportunities and Threats.

We first conducted a SWOT analysis on G. M. with the below results: GM SWOT

Strengths

• The post bankruptcy G. M. is smaller with less brands and a revamped management team
• GM has assembly, manufacturing, distribution, office and warehousing in 55 other countries.
• GM brand is well rooted in America and throughout the world
• Loyal customers

Weaknesses

• Lack competiveness in alternative energy cars
• Carry with them the stigma of the government bailout
• Lowest markets share in 2012 in the United States in decades. Fell to 17. 9 percent from 19. 6 percent.
• High pension costs

Opportunities

• Increased demand for hybrid/electronic vehicles
• Emerging markets (Asia)
• Continue to gain consumer confidence post bail out

Threats

• High losses in European markets
• Competition is ahead of them in green car market
• Rising fuel costs
• Rising raw materials

Tesla SWOT

Strengths

• Developed the first electric sports car
• Their current platform developed for Model S has the ability to be used for their future crossover model or any other model they envision (http://www. mbaskool. com/brandguide/automobiles/4475-tesla-motors. html)
• Ability to assemble vehicles in house Ahead of the auto industry in the development of electric vehicles

Weaknesses

• High cost of production
• Higher vehicle cost than competitors
• Not as accessible as other green vehicles for consumers to purchase

Opportunities

• Growing demand for “green” vehicles
• Government support for low emission vehicles and possible incentives to produce them
• Improve the efficiency of producing the vehicles in order to lower the cost

Threats

• Competing against the combustion engine which is becoming more efficient at a lower cost
• Lower cost competitors
• Economic downturn

We then conducted a STEEP analysis, which analyzes external business factors that impact an organization. STEEP is an acronym that stands for Social, Technological, Economical, Ecological and Political factors that may affect an organization. The social factors that impact G. M. are those that were created when the government bailed out the company in 2008. Consumers lost faith and confidence in the G. M. brand because they were not able to maintain their competitive edge in the auto industry and required taxpayer funding in order to sustain their business. Tesla is in the forefront of the electric vehicle industry.

Consumers due to their higher end vehicle view the company as an innovator in the electric vehicle market. G. M. is lacking in the technology field compared to Tesla. Tesla’s automobiles are twice as energy efficient as the Prius and they were the first to use the lithium-ion battery, which allow for a long ranger of miles per charge. Economical factors that are and have affected G. M. are rebuilding itself out of the recent economic down turn and recessions. G. M. was challenged with filing for bankruptcy and taking a monetary bail out from the US government in order to sustain its business.

G. M. has been successful in repaying the government for the bail out and has slowly gained strength economically. Tesla has an opportunity to gain strong market shares in the electric vehicle market if it can cut it’s production costs and market it’s cars to more consumers at a lower cost per unit. It is clear that the automobile industry is looking to go “green” or meet ecological requirements set by governments throughout the world. G. M. has trailed the industry in producing a vehicle at a profit that is fully electric or that can compete with hybrids such as the Prius. G. M. ntroduced the Chevy Volt in 2011 to compete with other Hybrids however the steep cost of the car, the cost to manufacture it, and low sales have not propelled G. M. into this market as they would have liked. Tesla is leading the way in the electric car arena and meeting the goals set out for a “green” car however they still have the high production and cost per vehicle in order to strongly enter the industry to compete. Distribution channels Tesla Motors is taking full control of sales process until the buyer takes home their new car. “The maker of electric sports cars is skipping the traditional U. S. ranchise system to maintain total ownership of its retail chain as the company grows, says Tesla spokeswoman Rachel Konrad. ‘Our model is more like the Apple Store’" (Chappell, 2009). This is an innovative approach for selling cars that has the right feel for Tesla’s premium vehicle market. Tesla currently has 23 stores and galleries in the United States, one in Toronto Canada, nine in Europe, and three in Asia/Pacific (Tesla Motors Stores, Galleries, and Service Centers, n. d. ). These store locations are all in the large urban locations where the infrastructure to support electric vehicles will likely be developed.

Another difference between a Tesla stores and the traditional franchised model is that they will not rely on a service business to make a profit since electric cars have fewer serviceable parts. “The cars have no need for oil changes or fuel filter replacements... Instead, Tesla is developing a mobile field service organization that will travel to owners as necessary” (Chappell, 2009). Having a vehicle that requires no regular maintenance is another selling point that needs to be marketed more as a selling feature especially for the Gen III in the small premium vehicle market.

Like Tesla’s Silicon Valley neighbors Apple they are trying to change the car buying experience. The sales stores environment are designed to interact with customers “in a friendly, open and no-pressure environment. Tesla's retail concept demonstrates the benefits of driving electric through informative videos, interactive displays, and a Design Studio where customers can configure their own Tesla Model S on a large touchscreen” (Market Watch, 2013). This new approach to selling cars is as innovative as Tesla’s technology used to quietly power their vehicles.

Another advantage of keeping control of its retail chain is to control costs. “Tesla's retail sales and service personnel will be paid a straight salary in hopes of keeping distribution costs lower than those at a traditional auto dealership” (Chappell, 2009). Tesla is maintaining its price margin by eliminating a third party trying to make a profit on sales or service. Market share Market share for Tesla is still small. The market class the Tesla vehicles share includes the Mercedes E-Class, BMW 5 Series, Audi A6, Porsche Cayenne, Land Rover, and Audi Q7.

For 2012 Tesla represented less than 1% of this premium market with over 5300 vehicles projected sales in 2012. Long-term growth targets are to increase sales to 20,000 in 2013 and over 30,000 for 2014. These projected growing sales would increase global market share to approximately 1% and 2% respectively (Tesla Motors Investor Presentation Spring 2012). The opportunity for significant market share growth is in the small premium vehicle market with the Gen III model. A partnership with General Motors can bring Elon Musk’s vision to a reality by merging Tesla’s technology with our manufacturing efficiency.

Making innovative affordable electric vehicles available for purchase is all that is needed to meet the world’s desire for something less impactful to the environment. Shareholder value Tesla went public on June 28, 2010, at an offer price of $17 per share with 13. 3 million shares available (IPO Home, Renaissance Capital, n. d. ). On June 29, 2010 the market closing price was $23. 89 and over the last two and a half years the market price has increased to $37. 04 as of February 15, 2013 (Historical Prices, Yahoo! Finance 2013).

Since the IPO opening price the stock value has increased by 118 percent. The current recommendation from analyst is to either buy or hold Tesla Motors stock with no recommendations of it underperforming or to sell (Analyst Opinion, Yahoo! Finance, 2013). Why these recommendations when only 5200 cars were produced in 2012? “Tesla has so much potential to be a true game changer in the automobile industry as it increases production and its customer base. It has and should continue to receive awards galore from numerous auto and consumer publications” (Catlin, 2013).

One of the prestigious awards that Tesla has won was the 2013 Motor Trend Car of the Year for its Model S. With this proposed merger we believe we can appeal and add to existing Tesla shareholders by making available the manufacturing capability to bring the Gen III to the market. Competition There is really no competition for Tesla in the premium vehicle all electric market. The closest competition is a venture-capital funded company Fisker that produces a premium hybrid vehicle. All other existing production electric and hybrid vehicles do not compete in the same market as Tesla.

Vehicles such as the electric Nissan Leaf, the plug-in hybrid Toyota Prius, or our plug-in hybrid Chevrolet Volt all sell on practicality not aesthetics. Car blogger Matt Hardigree sums up the competition with an interesting analogy. “Not even Charlize Theron in nothing but her couture cloak from Snow White and the Huntsman behind the wheel could make a Prius sexy... The Model S is faster than a BMW MS, has a longer range than any other pure electric car and looks like the future" (Miller, 2012). Its 2013 Motor Trend Car of the Year award further identifies Tesla’s Model S as the electric car. The Tesla Model S was appreciated for its technological achievement of 250 patents, solid all-around luxury design and sporty nature” (Powered up, 2012). Tesla has the award all it needs to do is increase its manufacturing capacity to supply the public with the car they want and the future small premium car whose lower purchase price will expand the market potential. Justification for Merger The merger of General Motors and Tesla Motors is an opportunity to over each existing company tools that they do not currently possess. The synergy that Tesla Motors offers General Motors is a truly innovative and award winning ll electric car with a market that is waiting. “A market research company is predicting that annual sales of electric vehicles will reach 130 million units sold annually by 2025” (Worthington, 2012). The synergy that General Motors offers Tesla is the ability to manufacture and supply this growing market demand. This is especially important to capture the small premium all electric market by bringing the Tesla Gen II car to the market. Integration Plan The integration plan for this merger is simple because their vision is similar. There will be no drastic changes in both companies and the operations will stay the same.

The Tesla brand will be sustained. Tesla is brand name known worldwide that resonates quality, beauty, and efficiency. Tesla’s brand will remain Tesla! Plants and suppliers will remain as they are. No plants will be closed and suppliers will remain the same. Tesla’s innovative approach of selling cars will remain the same. Tesla’s cars are not sold in dealership; rather they are sold direct with no middleman. This innovative approach of selling cars eliminates conflict of interest in salespeople, middlemen, and, of course, maintains the highest level of customer service.

Tesla’s approach is like Apple, having their own stores where you can purchase the car or you can go to their showroom to look at the car and buy it online. The organization structure will remain mostly intact on the Tesla side. Elon Musk will remain president of the Tesla division of GM (EV Division) and report into GM’s CEO Daniel Ackerson. Financials G. M. is showing the ability over the past three years to grow its sales/revenues and we have forecasted the same for 2012. The forecasted revenue on the income statement for 2012 is expected to grow 11%. With the merger the expected sales/growth from 2012 to 2015 is expected to grow 38%.

Net income is expected to grow from 10. 7 billion in 2012 to 42. 4 billion in 2015 due to the expected sales increase of G. M. vehicles with the Tesla brand. Cash and cash equivalents is expected to grow from 36. 5 billion in 2011 to 42. 4 billion in 2012 which will allow G. M. to be in a strong position to acquire Tesla. Through the merger cash on hand on the balance sheet is forecasted to increase over 100% by 2015 while total liabilities and equity increases about 80%. This is a good sign for the merger to occur posing a very low risk in high liabilities and an optimistic growth in cash.

Cash from operating activities also is expected to grow year over year from an expected amount of 4. 7 billion in 2012 to 47 billion in 2015 (Appendix A). Tesla’s financial statements is not impressive, in fact, they are losing money. Here is the breakdown of Tesla’s financial statement. In its balance sheet for 2011 (Appendix B), total asset is $713. 4 million-- $489. 4 (total liabilities) = $224. 0 million (total equity). In its income statement, Tesla’s revenue or sales (how much money the company brought in) totaled $204. 2 million but after all the expenses paid the net income is in the negative, $-254. million. But Tesla’s cash flow tells a different story. Tesla has a cash to spare totaling $156 million. According to Investor’s Business Daily quarterly report for 2012, Tesla’s revenues and earnings tell a different story. Analysts polled by Thomson Reuters about Tesla are looking for a 659% increase in revenue to $298. 9 million for Q4 amid the California startup's production run, as more Model S sedans get ordered, built and delivered. Earnings are a different story. Analysts see Tesla turning a profit by Q3, while they're looking for Tesla to pare its loss by 24% to 53 cents for Q4 2012.

For the year, they're looking for a $3. 08 loss, 39% deeper than a year ago amid the costs of ramping up production. On the balance sheet Tesla’s current total assets are projected to drop from $713 million in 2011 to $613 million in 2012 however total liabilities are projected to fall from $489,403 million to $435,070 million in 2012. It is a significant red flag to a potential investor to point out those assets have dropped about $100 million when liabilities have dropped only $55 million. It’s a risk worth pointing out.

Shareholder equity is expected to drop also from $224 million in 2011 to just over $178 million in 2012 (see Appendix B). In 2012 it is expected that cash flow from operating activities will be a lesser loss from 2011 -$114 million down to -$108 million while cash flow from investing activities produces a profit in 2012 of $169 million compared to a loss of about $176 million in 2011. It is apparent that the company still will not be able to pay for its investing activities with its operating income. Tesla still has to obtain financing which could be a risk in the eyes of some investors.

The financial forecast for both companies (see Appendix A and B) through the merger is expected to be optimistically strong creating a large increase in cash through high sales and revenue and a spike in assets allowing the companies to reinvest in growth. Even though there are not enough liquid assets to cover current liabilities until about 2015 operating profits due to sales is more than enough to maintain the debt therefore relating back to a minor risk to shareholders. Method of Offer As of February 22, 2013, GM’s stock closed at $27. 1 with a market cap of $37. 04 billion and with 1. 37 billion shares outstanding. Tesla closed at $36. 11 with a market cap $4. 11 billion and with 113. 78 million shares outstanding. The proposed General Motors-Tesla Motors merger will be a cash acquisition. There are three reasons why G. M. ’s management decided to offer pursue a cash acquisition. First, G. M. possesses the liquidity to conduct a straight cash acquisition. G. M. ’s cash and cash equivalents are expected to grow from 36. 5 billion from 2011 to 42. 4 billion for 2012. Second, G. M. ants to be certain for the price paid and do not want to take the risk of price fluctuation. Third, G. M. ’s management wants to maintain the current ownership status of the company. G. M. ’s managements avoid shareholders of Tesla to be partial owners; hence, receives percentage of future profits and voting privileges. Management recommends that G. M. offer a 30% premium. This merger with Tesla will cost G. M. $5. 3 billion. The interest of G. M. in TSLA is obvious, to be a part of this innovative future of electric cars that would take them ahead of their competitors in the industry.

Sure GM has shown success by coming out of bankruptcy and rebuilding itself but in order to avoid the situation of bankruptcy again it has to become innovative and aggressive in the EV market now. Tesla has a great niche and has a huge opportunity with the product they have developed however they are showing that they have a challenge in growing their business and really taking advantage of a market that is thirsty for electric vehicles by making a vehicle that is affordable and having the ability to mass produce them efficiently.

By merging with GM, and still maintaining its culture and innovative thinking, Tesla will play a huge role in helping GM take the lead in the EV market both domestically and abroad. It is our opinion that this merger not only makes sense but it is a must for both American companies to put the US auto market back on the map.

References

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