General  Mills’   Acquisition of Pillsbury from Diageo Plc

Statement of Purpose: The purpose of this analysis is to determine if Reynolds Metals (“Reynolds”) should accept Nestlé’s offer of $61 million for its holdings of Eskimo Pie. The crux of the issue is whether or not the projected income from a proposed Initial Public Offering (“IPO”) by Wheat First Securities (“Wheat First”) is reasonable and will actually result in proceeds between $61 and $68 million to Reynolds, the Reynolds family and the Reynolds foundation, as projected. To get at this question, this paper will seek to value Eskimo Pie as a stand-alone company, if the IPO option is selected.

This results from the fact that it is a mature segment with many well established companies vying for market share. The industry is highly consolidated and very fragmented. To grow their businesses, companies rely heavily on mergers and acquisitions to capture additional market share. Historically, the grocery industry has been characterized by slow growth which results in strong price competition and the development of aggressive marketing campaigns between existing firms. Perceived product quality and strong brand recognition by consumers are the basis of competition among firms in the industry. The source of General Mills’ competitive advantage lies in its ability to develop innovative products and highly reputable brands. As a result, they hold cost leadership positions across a number of grocery categories. Exhibit 1 shows the top US companies according to their sale of packaged foods globally. Market leaders include Kraft Foods, PepsiCo, Nestle, Mars, Kellogg, and General Mills, however, neither company possess an overwhelming share of global sales. This is in part due to the large degree of product diversity throughout the industry and the strong brand rivalry of each competitor’s labels.

In 1978 Pillsbury, a company that specialized in baking goods acquired the Green Giant Company to expand their market and

General Mills (NYSE:GIS), our company, is a global consumer foods company. We develop distinctive value-added food products and market with our unique brand names. We work continuously to improve our established products and to create new products that meet our customers’ potential needs and preferences. Our company has $14.88 billion in sales last year. Our sales has grown substantially throughout the years due in large part to our popular brand names, this however is only part of the reason that we has been so successful. We markets global brands such as Green Giant, Old El Paso, Häagen-Dazs, Yoplait, Cheerios, Betty

3. Why is Ben & Jerry’s a takeover target? Is there evidence that investors are dissatisfied?

Grand Metropolitan PLC is the world’s largest wine and spirits seller. It mainly operated in London, USA. In 1991, it beats market expectation with a 4.8% increase in pretax profits, and the company Chairman stated that company’s goal “to constantly improve on”. Despite the great performance in the world recession in 1991, the price of GrandMet shares was 10% below the average price/earnings ratio of the companies in the Standard & Poor’s 500 index. And more important, rumors had that GrandMet, valued at more than $14 billion in the stock market, maybe a takeover target. The management dilemma is to understand why the company’s stock is traded below of what considered being the right price and whether the company is truly

The proposed sale of Hershey Foods Corporation (HFC) during the summer of 2002 captured headlines and imaginations. After all, Hershey was an American icon, and when the company’s largest shareholder, the Hershey Trust Company (HSY), asked HFC management to explore a sale, the story drew national and international attention. The company’s unusual governance structure put the Hershey Trust’s board in the difficult position of making both an economic and a governance decision. On the one hand, the board faced a challenging economic decision that centered on determining whether the solicited bids provided a fair premium for HFC

General Mills runs a leveraged operation where, in average, the total assets are 3 times shareholders equity. Leverage ratio has decreased since 2010 as retained earnings have increased at a faster pace than assets driven by strong business performance. A slight revamp in the leverage ratio during fiscal 2012 was mainly driven by an increase in other comprehensive losses related to pensions and postemployment activity, and foreign currency translation that offset retained earnings for the same period.

However, regardless of the obvious benefits for Cadbury Schweppes, the acquisition presents significant risks that to me outweigh the grandiose potential of becoming number one. Not only would CS being overpaying for Adams but it appears to not be as profitable after the acquisition takes place. Adams would lose $15M in back office services it currently provides. While it is believed there would be a strong cultural fit at these two companies, CS was not prepared to provide leadership for the merged companies in the expanded Americas

General Mills is a company that has strategically developed and growth through mergers and acquisitions. Mergers are the fusion of two companies that join forces to compete in the market. There are two types of merger: Horizontal merger on which the company acquires a competitor and vertical merger, on which the fusion is with a supplier. Acquisitions, on the other hand occurs when a company buys another company and become the property of the buyer. Thorough study of the market has made General Mills maintains a leader position on the food industry through more than 100 years in the market. According to a business encyclopedia, Strategy is a plan a company develops to reach a determine objective and reflects the company’s strength,

In the summer of 2008, InBev NV, a Belgian-based brewing company formed from the merger of InterBrew and AmBev, offered a bid of $46.6 billion to acquire Anheuser-Busch Co to create the world’s largest brewing company at $65 a share. The initial offer was subsequently declined in part because the company felt the offer undervalued the company greatly. InBev later increased their offer to $70 a share and in Mid-July, Anheuser-Busch accepted the offer making the total cost of the deal $54.8 billion dollars. The issue then becomes whether the offer of $70 is justifiable to InBev’s shareholders. The merger brings about two different management styles. The culture at InBev focused on extreme cost-cutting measures and profitable incentive-based compensation programs. However, Anheuser-Busch’s culture differed in that they prided itself on philanthropy, diversity, and community involvement. In addition, this company possessed many luxurious offices and corporate fleet of aircrafts. Furthermore, they invested heavily in advertising, derived most of their profits in the United States, and possessed a lackluster international expansion plan. Issues the financial managers face will be differing business philosophies in regards to marketing (“Grow/Defend/Maintain/Cash” matrix approach vs the large marketing budget of Anheuser-Busch), culture (cost cutting measures vs company perks), and the future of the twelve

Diageo was formed in 1997 through the merger of two consumer product companies Grand Metropolitan plc and Guinness plc under the strategy of reducing costs through marketing synergies, cutting overhead expenses and increasing production and purchasing efficiencies. The new merger wanted to concentrate solely on the beverage alcohol business, so it sold its packaged foods (Pillsbury) and fast food (Burger King) businesses. While the mandate for Managing for Value came from the highest levels of Diageo, the treasury team was given the task of establishing the cost of capital for each of the different areas the company operated. The team had to create a simulation model which should consider new finance

However, it should be noted that Diageo’s Food and Fast Food segments had relatively stable cash flows similar to its Alcohol segments; the food segments even exhibited higher average ROA over time than industry samples (~19.8 to 21.0% vs. 15.4%). However, volatility is lower for the industry sample than Diageo’s food segments although that may be reflective of the much smaller sample size for calculating Diageo’s ROA.

The proposed sale of Hershey Foods Corporation (HFC) during the summer of 2002 captured headlines and imaginations. After all, Hershey was an American icon, and when the company’s largest shareholder, the Hershey Trust Company (HSY), asked HFC management to explore a sale, the story drew national and international attention. The company’s unusual governance structure put the Hershey Trust’s board in the difficult position of making both an economic and a governance decision. On the one hand, the board faced a challenging economic decision that centered on determining whether the solicited bids provided a fair premium for HFC shareholders. On the other hand, the governance decision required the

Diageo plc is a British multinational firm that owns some of the most popular alcoholic drinks in the world. The firm boosts a reputation of not only being the largest spirits producer in the world, but also being the world 's leading premium drinks company. The company has an extensive portfolio and their most popular drinks include Smirnoff vodka, Baileys, Pimms, Blossom Hill and Guinness. The company owns 312,120 Breweries, 312,130 Wineries and 312,140 Distilleries in the world and trade in near 180 markets, and employs more than 200,000 people in about 80 countries; of which include Great Britain, Canada, United States, Ireland, Spain, Italy, Africa, Latin America,