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Merge and Acquisition

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Submitted By amarlon
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Philip Morris Companies and Kraft, Inc.

Case #1 Student questions - Philip Morris Companies and Kraft, Inc
1. Why is Kraft a takeover target?
2. Should Philip Morris buy Kraft?
3. Does the market think this offer is good for Philip-Morris?
4. Does the market think this offer is good for Kraft shareholders? Why?

Set of events

1. Kraft stock price around $60 in early October of 1988

2. October 18th, Philip Morris offers $90 cash for each share of Kraft

3. Kraft management does not like this

--argue that offer is too low

--on Oct. 24th, Kraft management proposes a restructuring- argue it is worth $110 per share

Question #1: Does the market think this offer is good for Philip-Morris?

* Market did not like Philip-Morris’s prior diversification moves

* Stock price goes down on October 18th by $4.50 per share (-5.5% abnormal return) -+ shareholder loss of $1.3 bil.

Question #2: Does the market think this offer is good for Kraft shareholders? Why?

* Stock price goes up to above $90

* Kraft shareholders are much richer

* Potential for

--improved offer

--a restructuring plan

--an offer by another potential acquirer

Question #3: What does the market think of the restructuring plan?

Stock price goes up to $102 -+ market believes restructuring will not occur or is not worth $110 a share

Would a restructured Kraft be worth much more than the old $60 per share- appears to be a well-run company

More likely explanation: market believed that plan would result in a new or improved offer

What are the potential economic gains from this acquisition?

* Kraft management can be used to help run General Foods division of Kraft

* If there are synergies, the market believes Philip Morris is overpaying

-+ Kraft shareholders benefit by the synergy value plus some

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