General mills acquisition of pillsbury from diageo plc

UVA-F-1326 Version 2.6

This case was prepared by Professor Robert F. Bruner from public information, with research assistance by Dennis

Hall. It was written as a basis for class discussion rather than to illustrate effective or ineffective handling of an

administrative situation. Copyright  2001 by the University of Virginia Darden School Foundation, Charlottesville,

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School Foundation. Rev. 12/01.

GENERAL MILLS’ ACQUISITION OF PILLSBURY FROM DIAGEO PLC

On December 8, 2000, management of General Mills, Inc., recommended that its

shareholders authorize the creation of more shares of common stock and approve a proposal for

the company to acquire the worldwide businesses of Pillsbury from Diageo PLC. This

transaction called for an exchange of shares of General Mills for the Pillsbury subsidiary that

would leave Diageo as the largest shareholder in General Mills. Furthermore, it was agreed that,

just before the transaction, Pillsbury would borrow about $5 billion and pay a special dividend to

Diageo. Finally, General Mills would obtain a contingent commitment from Diageo that would

pay General Mills up to $642 million on the first anniversary of the transaction, depending on

General Mills’ stock price. The proxy statement carried the opinions of General Mills’ financial

advisers that the transaction was fairly priced. Yet shareholders and securities analysts were

puzzled by the contingent payment. What was it? Why was it warranted in this transaction?

Would this deal create value for General Mills’ shareholders? In light of answers to these

questions, should General Mills’ shareholders approve this transaction?

General Mills, Inc.

Headquartered in Minneapolis, Minnesota, General Mills was a major manufacturer and

marketer of consumer foods, with revenues of about $7.5 billion in fiscal-year 2000. The firm’s

market capitalization was about $11 billion. It was the largest producer of yogurt and the second-

largest producer of ready-to-eat breakfast cereals in the United States. The firm’s segments

included Big G cereals, Betty Crocker desserts, baking and dinner-mix products, snack products,

and yogurt marketed under the Yoplait and Colombo brands. Each of these businesses in the

United States was mature and offered relatively low organic growth. The firm pursued expansion

opportunities overseas through company-owned businesses and through a cereal joint venture

with Nestlé and a snack joint venture with PepsiCo. Through a program of aggressive share

repurchases in the 1990s, the firm had increased its book value debt-to-equity ratio dramatically

compared with its peers.

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Diageo PLC

Diageo, headquartered in the United Kingdom, had been formed in 1997 through the

merger of GrandMet and Guinness, making it one of the world’s leading consumer-goods

companies. Its product portfolio consisted of prominent alcoholic-beverage brands such as

Smirnoff, Johnnie Walker, Guinness, J&B, Gordon’s, and Tanqueray, as well as the Burger King

fast-food chain and Pillsbury. Pillsbury had been acquired by GrandMet, acting as a “white-

knight” acquirer to save Pillsbury from acquisition by Sir James Goldsmith, a well-known raider.

The Pillsbury Company

Pillsbury produced and marketed refrigerated dough and baked goods under the familiar

Dough Boy character, canned and frozen vegetables under the familiar Green Giant brand, Old

El Paso Mexican foods, Progresso soups, Totino’s frozen pizzas, and other food products.

Pillsbury had been headquartered in Minneapolis, Minnesota, as an independent company, and

still had significant administrative operations there. Revenues for the company in fiscal-year

2000 were about $6.1 billion.

Origin of the Transaction

Seeking to build growth momentum, General Mills studied areas of potential growth and

value creation in the spring of 1998. This had generated some smaller acquisitions and a general

receptivity to acquisition proposals by the firm. In early 2000, the firm’s financial advisers

suggested that Diageo might be interested in selling Pillsbury, in an effort to focus Diageo on its

beverage business, and that Pillsbury would complement General Mills’ existing businesses. In

March 2000, Diageo’s chief operating officer contacted General Mills’ chairman and CEO to

explore a possible sale of Pillsbury. General Mills submitted its proposed deal terms to Diageo in

June 2000—the total proposed payment was $10.0 billion. Diageo submitted an asking price of

$10.5 billion. The two sides would budge no further, and it looked as if the negotiations would

founder. General Mills did not want to issue more than one-third of its post-transaction shares to

Diageo, and believed that its shares were undervalued in the stock market. Diageo believed it

was necessary to value General Mills’ shares at the current trading prices. In an effort to bridge

the difference in positions, the two firms agreed upon including in the terms of the deal a

contingent payment on the first anniversary of the transaction that would depend on General

Mills’ share price. James Lawrence, chief financial officer of General Mills, said, “We genuinely

believe this is a way in which they could have their cake and we could eat it, too. There’s no

question in my mind that, absent this instrument, we wouldn’t have been able to reach this deal.”

David Van Benschoten, General Mills’ treasurer, added that the contingent payment was another

example of the “development of the use of [options] in the past 20 years as finance has come to

first understand, and work with, the constructs of optionality.”1

1 Steven Lipin, “First Roll out a Tool to Save Doughboy Deal,” Wall Street Journal, July 21, 2000, C1.

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On July 16, 2000, the boards of General Mills and Diageo approved the final terms. On

July 17, the two firms issued press releases announcing the deal. In the week following the

announcement, the shares of General Mills lost 8% of their value, net-of-market. But in late

August, investors began to bid upward the General Mills share price, perhaps in response to the

publication of the merger proxy statement and prospectus, and on news that the operating losses

at Pillsbury had narrowed further than analysts had expected in fiscal-year 2000. That fall,

General Mills was the subject of several “buy” recommendations. Exhibit 1 gives the recent

trading history of shares in General Mills.

Motives for the Transaction

In its proxy statement, General Mills declared that acquiring Pillsbury would create value

for shareholders by providing opportunities for accelerated sales and earnings growth. These

opportunities would be exploited through product innovation, channel expansion, international

expansion, and productivity gains. The resulting product portfolio would be more balanced. The

combined firm would rank fifth in size among competitors, based on global food sales.

In addition to growth, the deal would create opportunities to save costs. Management

expected pretax savings of $25 million in fiscal 2001, $220 million in 2002, and $400 million by

2003. Supply-chain improvements (i.e., consolidation of activities and application of best

practices in purchasing and logistics); efficiencies in selling, merchandising, and marketing; and,

finally, the streamlining of administrative activities would generate these savings.

Terms of the Transaction

The transaction proposed that an acquisition subsidiary of General Mills would merge

with the Pillsbury Company, with Pillsbury surviving as a wholly owned subsidiary of General

Mills. The agreement outlined several features:

 Payment of shares. General Mills would issue 141 million shares of its common stock to

Diageo shareholders. After the transaction, Diageo would own about 33% of General

Mills’ outstanding shares. When the board of directors approved the merger in July, the

company’s shares traded at around $34.00–$37.00. In the first week of December, the

company’s shares traded at around $40.00–$42.00.

 Assumption of Pillsbury debt. General Mills agreed to assume the liabilities of Pillsbury

at the closing, an amount expected to be $5.142 billion of debt. The Pillsbury debt would

consist of about $142 million in existing debt and $5.0 billion in new borrowings, which

Pillsbury would distribute to Diageo before closing. Terms of the new debt were

conditional upon the consent of General Mills, for which a primary concern was that it

should not lose its investment-grade bond rating.

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 Contingent payment by Diageo to General Mills. At the closing, Diageo would establish

an escrow fund of $642 million. Upon the first anniversary of the closing, Diageo was

required to pay from this fund an amount to General Mills depending on General Mills’

share price:

o $642 million, if the average daily share price for 20 days were $42.55 or more.

o $0.45 million, if the average daily share price were $38.00 or less. This price reflected

the price at which General Mills was trading at the time the deal was negotiated.

o Variable amount, if the average daily share price were between $38.00 and $42.55.

Diageo would retain the amount by which $42.55 would exceed the average daily

share price for 20 days, times the number of General Mills shares held by Diageo.

Some financial professionals called this a “claw-back” provision because it would reclaim some

value for General Mills if its share price rose. Still other professionals referred to this as a

“contingent value right” (CVR), a kind of collar that lived beyond the closing of the deal. CVRs

were unusual corporate-finance devices that were used to give the seller confidence in the value

of the buyer’s shares.

Merrill Lynch estimated that the transaction costs for this deal would amount to $55

million.

Conclusion

In evaluating this proposal, analysts considered current capital-market conditions (see

Exhibit 2). Exhibit 3 presents a calculation of the historical share-price volatility of General

Mills from the past year’s weekly stock prices, ending December 8, 2000—this volatility was

0.248. Using the same method to estimate the historical volatility for the year ending July 17,

2000 (the date of announcement of the deal) yielded an estimate of 0.249. Analysts knew that it

would be possible to estimate the implied volatility from traded options on General Mills’ shares

(prices on these options are given in Exhibit 4). Exhibit 5 presents the volatilities and financial

characteristics of General Mills’ peer firms. Contingent payments of the sort used in this

transaction were rare; Exhibit 6 outlines some prominent transactions where they had been used

previously, mainly in combinations of pharmaceutical firms.

Analysts wondered why the contingent payment was used in this deal, and why it would

be attractive to either side. Most importantly, they puzzled over the implications of the

contingent payment for the cost of the deal to General Mills’ shareholders. Finally, they sought

to determine whether the total deal was fairly priced from the standpoint of shareholders of

General Mills. The financial advisers of General Mills presented valuation analyses of Pillsbury

and General Mills as a foundation for an assessment of the deal terms (see Exhibit 7 for a

summary of the valuation analyses). Nevertheless, some securities analysts remained uncertain

about the deal:

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The deal is dilutive … we are concerned with the company’s expectations that the

acquisition will be dilutive to earnings until fiscal 2004. GIS notes the deal will

be accretive to EBITDA by fiscal 2002, suggesting the investment community

focus on this metric. However, we prefer to monitor traditional earnings growth in

order to track a company’s progress.