Professional Documents
Culture Documents
MACR General Mills
MACR General Mills
Submitted By:
Pankaj Vaswani: B18095
Subhendu Maharana: B18114
Swapnil Tyagi: B18115
General mills was a major manufacturer and marketer in consumer foods category. It had a
revenue of $7.5 bn in FY 2000, with a market capitalization of $11 bn. It was the largest
producer of yogurt and 2nd largest producer of breakfast cereals in the US. But each of its
businesses had low organic growth. It pursued expansion opportunities by acquiring businesses
and forming Joint ventures with Nestle and PepsiCo. The firm had also increased its book value,
debt to equity ratio by following a aggressive share purchase in the 1990s.
Eventually, General mills studied of potential growth and value creation towards the end of the
‘90s. Financial advisors suggested the opportunity to buy Pillsbury from Diageo. Through a
couple of talks, the proposed amount to pay was $10 bn, as per General mills’ evaluation. The
asked price by Diageo was $10.5 bn and both sides did not budge to negotiate. Finally, on
mutual agreement, a contingent payment clause was added to the terms of the deal. So the
deal included the following features:
Payment of shares: General Mills to issue 141 mn shares of its common stock to Diageo
shareholders. After this transaction, Diageo would hold 33% of General mills’ outstanding
shares.
Assumption of Pillsbury debts: General Mills would assume the debts & liabilities of
approximately $5.142 bn, including $5 bn of new borrowings.
Contingent payment by Diageo to General Mills: Diageo would establish an escrow fund of
$642 mn. On the first anniversary, Diageo would have to pay from this fund, depending on
the share price of General Mills.
The contingent payment had several provisions based on the share price performance of
General mills. Some professionals hinted at the value for General Mills because of the
provisions while others referred to this as a contingent value right, that would give the seller
confidence in the value of the buyer’s share. As per Merrill Lynch, the transaction cost in this
deal would amount to $55 mn.
From an industry perspective, this kind of use of contingent clauses were rare. This puzzled the
financial analysts. Firstly, the creation of additional shares of common stock would require
authorization of shareholders. Secondly, the amount of debt that GM would carry after the
transaction, would be more than $8.5 bn. Then , there is also the transaction cost to be borne
by the firm. Solving all these issues, would likely to clarify all the questions surrounding the
deal.
If the average daily share price for 20 days were $42.55 or more, then $642 mn to be
paid.
If the average daily share price were $38 or less, then $0.45 mn to be paid. Because this
share price would be the same as the price when the deal was negotiated and hence,
shows no share price performance improvement.
Variable amount: if the average daily share price were between $38 and $42.55, then
Diageo would retain the amount by which $42.55 would exceed the average daily price
for 20 days, times the number General Mills shares held by Diageo.
These provisions were hinted by some financial professionals as “claw back” provisions. These
provisions are generally exercised when the buyer has already paid the amount but the money
needs to be returned as a result of a special event or circumstances, as stated in the terms of
the deal. Here, the opportunity to get back parts or full amount from the escrow fund,
represented such a scenario, which will be beneficial to General Mills, in cases where share
prices would rise. As seen from the exhibit-3, we can see the share prices are showing a
increasing trend, relative to when the negotiations took place. So, it made the deal attractive in
the sense that, GIS can redeem itself some amount post the acquisition.
2. What will be the acquisition cost if General Mill’s share price is equal to or greater than $
42.55 per share the end of 1st year?
It is given in the case that the amount Diageo is willing to pay back to General Mills is equal to
the number of shares issued (141 million) times the price difference between $42.55 and the
average 20-day share price of general mills at the end of 1st year provided its share price is
between $38 and $ 42.55. If its equal or above $ 42.55, the entire escrow amount of $ 642
million will be refunded and if below $38 then only $0.45 million will be given.
Based on above figures Diago is willing to pay a maximum amount of 144*4.55= $641.55
million, which is the actual escrow amount. So $ 642 million is a rounded off amount and hence
Diageo will pay $0.45 million even if stock price is $38 or less at the end of 1 year.
In case of depreciation of price, It ends up paying exactly the same amount deducting 450,000$.
600
400
200
-200
-400
This essentially ensures that it doesn’t end up over paying for this deal in case it’s stock is undervalued
which is most likely to happen since it’s price is going to shoot up due to synergies and the fact that it is
valued at maximum of 42.25 $ by Merrill Lynch and at 46 $ using DCF analysis. This means that , GM
believes it’s stock to appreciate in future , hence it would be willing to pay upfront for Pillsbury which
will additionally bring in 0.33 Bn $ in after tax synergies of just 3 years , hence it would end up costing
10.35-0.33 ~ 10 Bn dollars , which is exactly they want, hence, CVR seems like a good option from point
of view of GM
For Diageo, we can see that it will also end up receiving 10.3 Bn $ which is less than agreed price but in
case of appreciation it will lose upside only till 642 Mn dollar i.e. till price of underlying is 42.55 $ after
which it will gain all the upside of appreciation since it owns 33% of GM. Hence after 42.55 $ , it’s gains
will be higher than GM’s , hence GM stands to benefit more since in case of appreciation on first
anniversary of deal, GM would have sold a under-valued equity at 38$.
600
400
200
0
33.5
34.5
35.5
36
36.5
37.5
38.5
39.5
40.5
41.5
42.5
43.5
44.5
34
35
37
38
39
40
41
42
42.55
43
44
45
-200
-400
-600
-800
CVR Adjustment
This arrangement is possible only if we can arrange for a CVR that can allow for such payoff , in this case
due to CVR , GM is able to gain upside of 642 Mn $ and allow for it to cover losses to the same tune in
case it’s undervalued, however , it does lose any upside if price goes beyond 42.55 $, which is reflected
as loss in above diagram.
CVR adjustment
800
CVR Adjustment
600
400
200
0
Share Price
GM would be losing some upside but it will end up paying exactly what they want if price appreciates
also but that would have happened otherwise too, hence, CVR is able to solve one of the problems
which is more important than dilution since GM has already taken care of that by issuing fixed shares.
For Diageo , this deal is much more favorable which can be confirmed from below table-
We see loss for GM since it sold an undervalued share a summation of absolute value is equal
to the total upside of appreciation in price, which is enjoyed by Diageo more after price of
42.25$ , moreover , the downside is equally bad for both of them.
This would make sense to implement since GM is more favorable to payment as long as it is not
losing all of upside of an undervalued stock. This means that we can treat this contract as a
option that gives constant payout above 42.55$. This option “covers” GM’s upside and
downside with possible gain in a given range. Hence this is a collar option, which can be
constructed as going short on stocks and shorting put option at higher strike price and by
going long on a call option of lower price, with underlying as GM stocks.
Collar = Short Stocks + Short Put (K=42.55) + Long call (K=38)
We first need to calculate the five parameters of Black-Scholes for CVR. We have strike rate of
all these options along with duration, interest rate and share price , with implied volatility
missing.
Based on the analyses by Meryl Lynch and Evercore Partners, Pillsbury is worth between
$11.836 & $13.486 billion and $11.3 & $14.2 billion respectively. Thus, acquiring Pillsbury will
add a significant amount of value to GM. Furthermore, since GM strongly believes that its stock
price will rise post-acquisition, the stock price of GM, post-acquisition, might rise well above
$42.55, thus increasing GM’s value. They will gain back $641.55 million, from the claw back
provision. This deal is absolutely economically attractive from the viewpoint of GM’s
shareholders. Therefore, it is recommended that GM’s shareholders should approve the deal.
We see that our analysis concludes the deal as fair to both parties through use of CVR, since it
doesn’t solve every problem of deal but it does help in both parties achieving their main
objective i.e. GM is able to cover its losses in case it dilutes an undervalued stock , Moreover ,
Diageo is able to get upfront payment and focus on its own business and take benefits of any
appreciation in Price of GM.
The CVR is expected to be a collar arrangement that can be formed by using long call and short
put with different strike prices, which form the range from 38-42.55 $, hence, covering any
losses for both sides in this range. Since Integration and upfront payment are more important,
we also ruled out earnouts as an viable option.
Both parties stand to gain from appreciation and lose from any depreciation, hence we are able
to create an approximate win win situation through use of CVR in this case.