...General Mills’ Acquisition of Pillsbury from Diageo PLC Lauren Sherlock Jason Park JP Zendman 12/9/2009 General Mills’ Acquisition of Pillsbury from Diageo PLC Situation Analysis: In December 2000, management at General Mills (GM) proposed a plan to acquire Pillsbury, a bakedgoods producer, in a stock-for-stock exchange. Pillsbury is currently controlled by Diageo PLC, one of the world’s leading consumer–goods companies. The deal specifies that General Mills is to create and thus issue additional shares of common stock to Diageo in exchange for complete ownership of the Pillsbury subsidiary. If the deal is executed, Diageo will become General Mills’ largest shareholder. The consideration to Diageo would include 141 million shares of the company's common stock and the assumption of $5.142 billion of Pillsbury debt, making the deal worth over $10 billion. In addition, the agreement will contain a contingency, as up to $642 million of the total transaction value may be repaid to General Mills at the first anniversary of the closing, depending on its (20-day) average stock price at that time. Therefore, we must calculate and thus analyze the various costs and savings associated with the transaction to determine whether or not General Mills’ shareholders should vote for the proposed merger. If approved, this will be the biggest takeover in GM’s 136 years of business and General Mills will become the fifth largest food company in the world (Forster, 2002). General Mills Company...
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...General Mills’ Acquisition of Pillsbury from Diageo PLC Lauren Sherlock Jason Park JP Zendman 12/9/2009 General Mills’ Acquisition of Pillsbury from Diageo PLC Situation Analysis: In December 2000, management at General Mills (GM) proposed a plan to acquire Pillsbury, a bakedgoods producer, in a stock-for-stock exchange. Pillsbury is currently controlled by Diageo PLC, one of the world’s leading consumer–goods companies. The deal specifies that General Mills is to create and thus issue additional shares of common stock to Diageo in exchange for complete ownership of the Pillsbury subsidiary. If the deal is executed, Diageo will become General Mills’ largest shareholder. The consideration to Diageo would include 141 million shares of the company's common stock and the assumption of $5.142 billion of Pillsbury debt, making the deal worth over $10 billion. In addition, the agreement will contain a contingency, as up to $642 million of the total transaction value may be repaid to General Mills at the first anniversary of the closing, depending on its (20-day) average stock price at that time. Therefore, we must calculate and thus analyze the various costs and savings associated with the transaction to determine whether or not General Mills’ shareholders should vote for the proposed merger. If approved, this will be the biggest takeover in GM’s 136 years of business and General Mills will become the fifth largest food company in the world (Forster, 2002). General Mills Company...
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...and its short position of 10 million shares in GE. The key factors on Gallinelli either to sell or hold shares were based on the value of shares after the merger, also she wanted to know how the market will respond to Honeywell shares after decisions from both the antitrust regulatory of the European Commission (EC) and The U.S. department of justice. Gallinelli also planned to consider relevant personality and political issues. Both Mario Monti of European Commission and Charles James U.S assistant attorney general, Had personal interests in the outcome of the case. Because their job performances on political career depends on approve from the society how they perceive them as regulators. Allowing the merger will add the value to both Honeywell and GE shares and rejecting the merger will lead to loss for both companies’ shares. Valuation of Honeywell Common shares during merger (Year 2000) 801.4 million Price per share $ 36.72 Honeywell value = 801.4*36.72 = $ 29,427.41 billion Antitrust Concerns The market was careful waiting regulators responses toward the deal. In U.S the regulators consist of department of justice and U.S trade commission. If these two departments approve a merger other party let say another company can still sue to block the merger. In Europe, European Commission has final say on the merger. It is my suggestion that trading of shares was slow during antitrust review and the share prices rose after the deal was approved by both European and U...
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...of Champions HP success story One of the largest food companies in the world, General Mills has one of the lowest IT spends per revenue dollar in the consumer packaged goods manufacturing industry. The company, which has long pursued a strategy of IT standardization and consolidation, operates its entire global enterprise on HP systems — from the HP Integrity servers that run its SAP ERP and Business Information Warehouse, to the HP iPAQ Pocket PCs used by its retail salesforce. In addition to cost savings, the simplified infrastructure has enabled quick response to business change — most notably when General Mills acquired Pillsbury, a company of near equal size, and integrated it into its infrastructure in just 16 months. General Mills markets 100 of the world’s best-loved food brands, including Betty Crocker, Haagen-Dazs, Pillsbury, Green Giant, Old El Paso, Wheaties and Cheerios. It holds the No.1 or No.2 market position in virtually every category in which it competes. It also relies on a single vendor for its IT systems worldwide: HP. “We think that we’re extremely different in the way that we manage information systems at General Mills,” says Vandy Johnson, senior director of I.S. Operations, who oversees the $12.3 billion - dollar company’s business warehouse, data management, telecom, network, I.S. security, data center, and server and web infrastructure operations. General Mills operates the core of its business — supply chain, product lifecycle management, finance...
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...is a United Kingdom based consumer product company. Diageo was formed in November 1997 from the merger of Grand Metropolitan Plc. and Guinness Plc., two of the world’s leading consumer product companies. The company began with the mission to be the strongest premium alcoholic beverage producer worldwide. Diageo Plc. is the seventh largest food and drink company in the world with a market capitalization of nearly £24 billion and annual sales of over £13 billion to more than 140 countries. Although the largest and the fastest growing business was the Spirits and wine business, with sales growth of 8% for the year and 15% operating margins and growth in total operating profits of 15%. And the second largest division was Guinness Brewing, which produced and sold beer to markets around the world. And the Diageo was in the process of integrating the two business, which may result in cost reductions of £130 million annually. To that end, they have acquired a majority of premium brands in the spirits industry and a large portfolio of premium wines, while at the same time divesting itself of those companies not in line with its new goals. Diageo’s two remaining business were in packaged and fast foods. As a matter of fact, the stock price of the company was far low from the average stock price after 7/1/99. In 2000, Diageo announced to sell its packaged food subsidiary to General Mills, and sell 20% of its burger king subsidiary through an initial public offering during 2001, and be...
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...is a United Kingdom based consumer product company. Diageo was formed in November 1997 from the merger of Grand Metropolitan Plc. and Guinness Plc., two of the world’s leading consumer product companies. The company began with the mission to be the strongest premium alcoholic beverage producer worldwide. Diageo Plc. is the seventh largest food and drink company in the world with a market capitalization of nearly £24 billion and annual sales of over £13 billion to more than 140 countries. Although the largest and the fastest growing business was the Spirits and wine business, with sales growth of 8% for the year and 15% operating margins and growth in total operating profits of 15%. And the second largest division was Guinness Brewing, which produced and sold beer to markets around the world. And the Diageo was in the process of integrating the two business, which may result in cost reductions of £130 million annually. To that end, they have acquired a majority of premium brands in the spirits industry and a large portfolio of premium wines, while at the same time divesting itself of those companies not in line with its new goals. Diageo’s two remaining business were in packaged and fast foods. As a matter of fact, the stock price of the company was far low from the average stock price after 7/1/99. In 2000, Diageo announced to sell its packaged food subsidiary to General Mills, and sell 20% of its burger king subsidiary through an initial public offering during 2001, and be...
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...world’s leading consumer goods companies, was formed from the merger of GrandMet and Guinness. In 2000, the company announced its intention to sell its packaged food subsidiary, Pillsbury, and 20% of its Burger King subsidiary. Because of the restructuring opportunity, the company wanted to rethink its financing mix. In this case, the tradeoff between the costs and benefits of different leverage policies will be discussed. A simulation model was created by Diageo’s director of Finance and Capital Markets, Ian Simpson, and Adrian Williams, the firm’s Treasury Research Manager, to understand the tax benefits of higher gearing and the cost of financial distress. In this report, I will discuss the historical financial policies in Diageo. The actions of selling Pillsbury and spinoff of Burger King will be valued. And the tradeoff theory and Simpson and Williams’ simulation model will be studied and evaluated as well. Finally our conclusion is to choose interest coverage around 5. II. The Case Decision What recommendation would be made for Diageo’s future capital structure? Is Simpson and Williams’ simulation model reliable? III.Facts 1. Diageo was formed from the merger of Guinness and GrandMet. It was the seventh largest food and drink company in the world. 2. The firm was organized along four business segments: Spirits and wine business, Guinness Brewing, Packaged and fast food. 3. Prior to the merger, both of the two companies had quite conservative financial policies...
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...230-425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (e) As disclosed in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) by Kraft Foods Group, Inc. (“Kraft”) on June 2, 2015 (the “Definitive Proxy Statement”) relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of March 24, 2015 (the “Merger Agreement”), among H.J. Heinz Holding Corporation, a...
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...23-0 Chapter Twenty Three Options and Corporate Finance: Basic Concepts Sixth Edition 23 Prepared by Gady Jacoby University of Manitoba McGraw-Hill Ryerson © 2005 McGraw Hill Ryerson Limited 23-1 Chapter Outline 23.1 Options 23.2 Call Options 23.3 Put Options 23.4 Selling Options 23.5 Stock Option Quotations 23.6 Combinations of Options 23.7 Valuing Options 23.8 An Option-Pricing Formula 23.9 Stocks and Bonds as Options 23.10 Capital-Structure Policy and Options 23.11 Mergers and Options 23.12 Investment in Real Projects and Options 23.13 Summary and Conclusions McGraw-Hill Ryerson © 2005 McGraw Hill Ryerson Limited 23-2 23.1 Options Many corporate securities are similar to the stock options that are traded on organized exchanges. Almost every issue of corporate stocks and bonds has option features. In addition, capital structure and capital budgeting decisions can be viewed in terms of options. McGraw-Hill Ryerson © 2005 McGraw Hill Ryerson Limited 23-3 23.1 Options Contracts: Preliminaries An option gives the holder the right, but not the obligation, to buy or sell a given quantity of an asset on (or perhaps before) a given date, at prices agreed upon today. Calls versus Puts Call options gives the holder the right, but not the obligation, to buy a given quantity of some asset at some time in the future, at prices agreed upon today. When exercising a call option, you call in the asset. Put options gives the holder the right, but...
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...Question 1 of 25 | 4.0/ 4.0 Points | Which of the following data are collected from consumers to develop a perceptual map for a particular product? | | | | A. A listing of all prospective brands and products | | | | | B. Managerial judgments about how consumers perceive products | | | | | C. Rank order of the ratings of a existing brand's preference relative to its competitors | | | | | D. Judgments of existing products or brands with respect to important attributes | | | | | E. Detailed explanations of why consumers make the choices they do | | Answer Key: D Feedback: What you chose is correct. | Question 2 of 25 | 4.0/ 4.0 Points | One marketing action that can be taken to sell a single product or service to multiple market segments is | | | | A. develop and produce another version of the product. | | | | | B. manufacture products that appeal to different markets. | | | | | C. develop separate promotional campaigns. | | | | | D. purchase another firm that has additional products that would appeal to multiple markets. | | | | | E. issue stock used for additional research and development for improved products. | | Answer Key: C Feedback: What you chose is correct. | Question 3 of 25 | 4.0/ 4.0 Points | The second step in segmenting and targeting markets is to | | | | A. group potential buyers into segments | | | | | B. group products to be sold into categories...
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...Jer ry: Ben: Jerry: Ben: Jerry : Ben: What's interest ing abo ut me a nd my role in the company is, I'm j ust this guy on the street. A pe rson who 's fai rly conventional , mainstream. accepting of life as it is. Salt ofthe earth. A man of the pe opl e. But then I'v e go t this friend , B en, who challenges everything. It' s against his nature to do anything the same wa y any one 's ever do ne it befo re. To which my response is always , " I don 't think that'll wo rk." To which my response is always, "How do we know till we try ?" So I get to go through this leading -edge, risk -takin g exp erience with Beneven tho ugh I' m really ju st like everyo ne else. The perfect duo. le e cream and chunks. Business and social chonge. Ben and Jerry. • - Be n & Jer ry 's Double Dip , As Henry Morgan's plane passed over the snow-covered hills of Vermont' s dairy land, throngh his mind passed the events of the last few months. It was late January 2000. Morgan, the retired dean of Boston University'Sbusiness school, knew well the trip to Burlington. As a member of the board of directors of Ben & Jerry's Homemade over the past This case was preparedby Professor Michael J. Schill with researchassistancefrom D aniel Burke. VernHines. Sangyeon Hwang, Won sang Kim, Vincente Ladinez, andTyrone Taylor. It was written as a basis forclass discus sion rathe than to illustrat effectiveor ineffectivehandlingof an administrative situation Copyright 0 2001 by r e . the University of Virginia Darden...
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...FIN 4414 Financial Management Course Syllabus Spring 2010 Term INSTRUCTOR: Dr. T. Craig Tapley Graham-Buffett Master Lecturer of Finance Section: Section: Room: 2109 – Monday and Wednesday, Periods 3-4 (9:35 a.m. – 11:30 a.m.) 7111 – Monday and Wednesday, Periods 5-6 (11:45 a.m. – 1:40 p.m.) 112 Matherly Hall Office Hours: Wednesday (2:00 p.m. - 3:00 p.m.) Thursday (1:00 p.m. - 2:30 p.m.) CONTACT INFORMATION: Office: Phone: Fax: E-Mail: 329 David Stuzin Hall (352) 392-6654 (352) 392-5237 ctapley@ufl.edu http://vista.courses.ufl.edu/ Class Webpage: COURSE MATERIALS: TEXTBOOK 1. Financial Management: Theory and Practice (12th Edition), Eugene F. Brigham and Michael C. Ehrhardt, Thompson/South-Western, 2008, ISBN: 0-324-42269-5. The official textbook for the class will be an excellent reference book as you start your career, as you may easily find that there will be times, on the job, when you need to reference prior material, or formulas, covered in your corporate finance classes at UF. However, books have become somewhat expensive, so you may, instead, purchase the 11th or 10th Edition of the book, typically at a cheaper price, through various online booksellers. However, there are minor differences between the 10th, 11th, and 12th editions; mainly in the order of the chapter. These differences should not impact your ability to perform well in this class, but you may need to map the chapters in the 10th or 11th Edition to those assigned in the 12th Edition. This is...
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...Case Study Marketing Planning Process Marketing Essay Nestlé S.A. is the largest nutrition and foods company in the world, founded and headquartered in Vevey, Switzerland. Nestlé originated in a 1905 merger of the Anglo-Swiss Milk Company, which was established in 1866 by brothers George Page and Charles Page, and the Farine Lactée Henri Nestlé Company, which was founded in 1866 by Henri Nestlé. The company grew significantly during the First World War and following the Second World War, eventually expanding its offerings beyond its early condensed milk and infant formula products. Today, the company operates in 86 countries around the world and employs nearly 283,000 individuals. Nestlé S.A. is the largest food and beverage company in the world. With a manufacturing facility or office in nearly every country of the world, Nestlé often is referred to as "the most multinational of the multinationals." Nestlé markets approximately 7,500 brands organized into the following categories: baby foods, breakfast cereals, chocolate and confectionery, beverages, bottled water, dairy products, ice cream, prepared foods, foodservice, and pet care. Nestlé is often referred to as "the most multinational of the multinationals with a manufacturing facility or office in nearly every country of the world. Nestlé markets approximately 7,500 brands organized into the following categories: baby foods, breakfast cereals, chocolate and confectionery, beverages, bottled water, dairy products, ice cream...
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...M. Smucker Company Although the J.M. Smucker Company (SJM) began by selling its apple cider, for many years now it has been well known for its jams and jellies. Today, however, the company has expanded into several other markets within the food industry. They have continued to grow through acquisitions and name brand awareness. The company has a strong vision and holds to its moral ideals and values throughout its business activities. Smucker's continually develops new product ideas to expand its peanut butter and jelly market. Additionally, the J.M. Smucker Company remains the leading producer of jam and jellies and is known for its quality products. History Jerome Monroe Smucker established the J.M. Smucker Company in 1897 as a cider mill in a small community in Orrville, Ohio about an hour south of Cleveland. Interestingly, Smucker's apples used for cider came from an orchard that had been originally planted by Johnny Appleseed (John Chapman) himself. However, due to the cyclical nature of apples, Jerome needed to find another source of revenue that would enable earnings...
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...MERGERS & ACQUISITIONS INTRODUCTION Why merge? Why sell? A division of a company might no longer fit into larger corp’s plans, so corp sells division Infighting between owners of corp. Sell and split proceeds Incompetent management or ownership Need money Business is declining (e.g. a buggywhip company) Industry-specific conditions Economies of scale BASIC DEFINITIONS: MERGER: Owners of separate, roughly equal sized firms pool their interests in a single firm. Surviving firm takes on the assets and liabilities of the selling firm. PURCHASE: Purchasing firm pays for all the assets or all the stock of the selling firm. Distinction between a purchase and a merger depends on the final position of the shareholders of the constituent firms. TAKEOVER: A stock purchase offer in which the acquiring firm buys a controlling block of stock in the target. This enables purchasers to elect the board of directors. Both hostile and friendly takeovers exist. FREEZE-OUTS (also SQUEEZE-OUTS or CASH-OUTS): Transactions that eliminate minority SH interests. HORIZONTAL MERGERS: Mergers between competitors. This may create monopolies. Government responds by enacting Sherman Act and Clayton Act VERTICAL MERGERS: Mergers between companies which operate at different phases of production (e.g. GM merger with Fisher Auto Body.) Vertical mergers prevents a company from being held up by a supplier or consumer of goods. LEVERAGED BUYOUTS (LBOs): A private...
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