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General Mills Essay

General Mills Essay

On December 8, 2000, management at General Mills proposed a plan to acquire Pillsbury, a baked-goods producer. 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 .

142 billion of Pillsbury debt, making the deal worth over $10 billion. In addition, the agreement will contain a contingency payment, 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 average stock price at that time. In this report, we will calculate and analyze various costs and benefits associated with the transaction to determine whether or not General Mills’ shareholders should vote for the proposed acquisition.

If approved, General Mills will become the fifth largest food company in the world 2. OVERVIEW OF GENERAL MILLS, INC.

General Mills manufactures and markets branded consumer foods worldwide. It has a strong presence in the United States, as it is the nation’s largest producer of yogurt and the second largest producer of ready-to-eat breakfast cereals. The company owns many product segments that are marketed under high-profile brand names, such as Betty Crocker, Yoplait, Cheerios, and Big G. Each of these businesses in the United States was mature and offered relatively low organic growth. Because of this reason, the firm has pursued numerous expansion opportunities that have successfully positioned General Mills as a market leader.

Its expansion efforts have proved successful, as General Mills had annual revenues of about $7. 5 billion in the fiscal-year 2000. Although highly profitable, General Mills is facing increased competition in the food industry, as rivals are consolidating and becoming more difficult to compete against. Therefore, General Mills must be able to recognize and thus act on potentially high-yielding investments that will allow the company to expand despite the slow-growth food industry. Through a program of aggressive share repurchases in the 1990s, General Mills had increased its book value debt-to-equity ratio dramatically compared with its peers.

Despite this fact, General Mills still maintains an investment grade bond rating from the rating agencies. 3. OVERVIEW OF DIAGEO PLC AND PILLSBURY COMPANY Diageo is one of the world’s leading consumer goods companies formed in 1997 through the merger of GrandMet and Guinness. Its product portfolio consisted of prominent alcoholic-beverage brands such as J;B, Johnnie Walker, Smirnoff, Gordon’s, Tanqueray, and Guinness as well as the Burger King fast food chain and Pillsbury. Pillsbury is a baked goods company that operates under Diageo. Pillsbury is one of America’s best-recognized names in the food industry.

Marketing its goods under the popular Dough Boy character, Pillsbury has successfully positioned its brand and has created a longstanding platform for success in the food industry. The company also controls several other high-profile brands, such as Green Giant, Old El Paso, and Progresso. Not too far behind General Mills, in 2000, Pillsbury generated annual revenues of $6. 1 billion. 4. OVERVIEW OF GENERAL MILLS’ ACQUISITION OF PILLSBURY On December 8, 2000, management of General Mills recommended that its shareholders authorize the creation of more shares of common stock in order to acquire Pillsbury.

The transaction between Pillsbury and General Mills will involve a stock-for-stock exchange that would pay Diageo over $10 billion; 141 million shares of common stock in addition to the assumption of $5. 142 billion in debt. This debt figure includes Pillsbury’s existing debt of $142 million, along with $5 billion in new borrowings that will be distributed to Diageo in the form of a special dividend before the deal is closed. After the transaction is completed, Diageo will own about 33% of General Mills’ outstanding shares. If approved, the transaction would result in Pillsbury operating as a wholly-owned subsidiary of General Mills.

This essentially means that Pillsbury is completely controlled by General Mills, as General Mills would own 100% of Pillsbury’s stock. Diageo is primarily divesting its holding in Pillsbury in exchange for a substantial holding in General Mills. The transaction also includes a rare contingency payment, which specifies that $642 million of the transaction cost will be set aside by Diageo in an escrow account for one year following the closing of the deal. If General Mills’ average stock price is above $42. 55, Diageo is to transfer the $642 million back to General Mills.

If General Mills’ average stock price is below $38, Diageo will only pay $450,000. If the stock price is between these two values, the escrow fund will be split on a pro-rated basis. It is important to note that there are two main constraints involved with the transaction. First, General Mills does not want Diageo to own in excess of 33% of its stock. Second, General Mills does not want to lose its investment-grade bond rating. 5. GENERAL MILLS’ STRATEGIC MOTIVES FOR ACQUIRING PILLSBURY Acquiring Pillsbury can provide General Mills with two main potential benefits.

The first potential benefit for acquiring Pillsbury is growth. The acquisition of Pillsbury gives General Mills the opportunity to double the size of its empire. If the transaction is approved, General Mills will become the fifth largest food company in the world. By acquire Pillsbury, General Mills 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.

In addition to growth, the transaction would also create positive synergies for General Mills through cost savings. General Mills’ management is motivated to close the deal because they believe that the two companies will grow faster together than either would alone. In other words, General Mills hopes to increase the value of the combined enterprise through synergy, which will benefit Diageo as well as the other shareholders of General Mills. The acquisition should accelerate earnings more quickly than if GM remains smaller and continues to focus solely on its core products.

If General Mills acquires Pillsbury, it will be able to combine the capital, resources, and technology of both firms, resulting in greater efficiencies and increased capacity for future expansion efforts. The transaction would also result in at least $645 million in pretax savings between fiscal year 2001 and 2003 ($25 million in fiscal 2001, $220 million in 2002, and $400 million in 2003). These savings are the results of supply chain improvements, efficiencies in selling, merchandising, and marketing, as well as the streamlining of administrative activities. 6.

 The deal would be economically attractive if the benefit is greater than or equal to the cost of the acquisition. In other word, the deal would be considered economically attractive if: Value of Pillsbury + Synergies + Clawback Stock Paid + Debt Assumed If the benefit is greater than or equal to the cost of the acquisition, value will be created for the shareholders. In other words, General Mills’ shareholders, which will include Diageo, will be benefit from the transaction. 6. 1. VALUATION OF PILLSBURY (WITHOUT SYNERGIES)

Pillsbury was valued by both Evercore Partners and Merrill Lynch using three valuation methods: comparable firms (LTM EBITDA and LTM EBIT), comparable transactions (LTM EBITDA and LTM EBIT), and discounted cash flow (With and Without Synergies). Since synergies will be calculated separately in our discussion, it is important to value Pillsbury without synergies first (in other words, we need to find the value of Pillsbury by itself). The values that Evercore Partners and Merrill Lynch came up with are between $8. 4 billion and $13. 21.

For our analysis, we will use these numbers as our estimated standalone value for Pillsbury with $8. 4 billon as the low value and $13. 21 as the high value. 6. 2. VALUE OF SYNERGIES (COST SYNERGIES) If the transaction is approved by shareholders, General Mills’ management team believes that the deal would create cost savings of $25 million, $220 million, and $400 million in 2001, 2002, and 2003 respectively. These savings are the results of supply chain improvements, efficiencies in selling, merchandising, and marketing, as well as the streamlining of administrative activities.

However, through positive synergies between General Mills and Pillsbury, we believe that the cost savings will last longer than three years. Below is the discounted cash flow valuation of cost synergies given the following assumptions: a. WACC = 9. 3% b. Annual Inflation = 2% c. Free Cash Flow Perpetual Growth Rate = 2. 5% d. Tax Rate = 40% Based on the analysis above, the net present value of cost synergies is about $3. 24 billion. This number is very significant considered the valuation of Pillsbury itself is only worth between $8. 4 billion and $13. 21 billion.

Synergies will be an important factor in our consideration when we provide our recommendations later in the report. 6. 3. VALUE OF CLAWBACK As part of the agreement between General Mills and Diageo, a contingent payment clause is included in the transaction. The terms of this payment specify that 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 average stock price for the 20 trading days prior to that date. If General Mills’ average stock price is above $42. 55, Diageo is to transfer the $642 million back to General Mills.

If General Mills’ average stock price is below $38, Diageo will only pay $450,000. If the stock price is between these two values, the escrow fund will be split on a pro-rated basis. Exhibit 1 shows the payoff diagram for this contingent payment. With the stock price on the x-axis and the payoff amount on the y-axis, we are able to show the payoff amount (according to the terms in the contingency plan) with respect to the price of General Mills’ stock. As shown in the graph, the payoff is flat at $450,000 when the stock price is in between $0 and $38.

However, the payoff begins increasing when the stock price is between $38 and $42. 55. The closer the stock price comes to $42. 55, the higher the payoff amount to General Mills. Once the stock price reaches $42. 55, the payoff is flat again, as General Mills is to receive a fixed amount of $642 million regardless of the price increase after it reaches the point of $42. 55. Some financial professional called this contingent payment “claw-back” provision because it would reclaim some value for General Mills if its share price rose. This contingent plan serves an important purpose in this transaction.

Since General Mills and Diageo had differences in opinions with regards to the value of General Mills’ stock, the contingency payment serves as a “deal saver”. The entire transaction was about to fall apart over a price disagreement. General Mills didn’t want to pay more than $10 billion, whereas Diageo didn’t want to accept anything less than $10. 5 billion. Therefore, the contingency payment established the “bridge the gap” in purchase price. In addition, General Mills believes that its stock is undervalued, whereas Diageo believes the stock price will stay the same or decrease within a year.

In other words, General Mills thinks the stock is worth more than it is trading for. It serves as an opportunity for General Mills to take advantage of its perception of the strength of its stock. From General Mills’ point of view, the contingent payment is equivalent to a bull spread: a long call with exercise price of $38. 00 and a short call with exercise price of $42. 55. Using Black Scholes option pricing model, the analysis below shows the value for this combined position. From the analysis above, the present value of the contingent payment (Clawback) is between $195. 43 million and $331. 63 million.

If the deal is approved by shareholders, Diageo will own 141 million shares of General Mills’ common stock. To determine the value of General Mills’ stock payment to Diageo, it is important to note that General Mills’ board of directors approved the merger in July of 2000 but General Mills’ executives did not ask the shareholders for creation of more shares of its common stock until December of that year. Due to this reason, the average stock price of July and December will be used to calculate the value of General Mills’ stock payment to Diageo. Using the average price of the July stock price ($35.50 per share), the value of General Mills’ stock payment to Diageo is $5. 006 billion (141 million shares x $35. 50/share). Using the average price of the December stock price ($41. 00 per share), the value of General Mills’ stock payment to Diageo is $5. 781 billion (141 million shares x $41/share). 6. 5. VALUE OF DEBT ASSUMED If the deal is approved by shareholders, General Mills will take on $5. 142 billion in new debt. This debt figure includes Pillsbury’s existing debt of $142 million, along with $5 billion in new borrowings that will be distributed to Diageo in the form of a special dividend before the deal is closed.

This is one of the factors that shareholders should consider when making the decision to whether or not to vote for the deal. It is important to note that General Mills already have a higher increase in debt to equity ratio compared with its peers due to aggressive share repurchase back in the 1990s. General Mills may lose its investment grade bond rating if it has too much debt on its balance sheet. Now that we have all the components of costs and benefits for the acquisition, let’s put it all together to see if the acquisition of Pillsbury will be economically attractive to shareholder.

In other word, will the acquisition of Pillsbury create value for shareholders? The table below summarizes the costs and benefits of Pillsbury Acquisition. Based on the analysis above, the benefits for both low and high end of the acquisition are higher than the costs of the acquisition. Due to this reason, the acquisition of Pillsbury is economically attractive to both General Mills’ managements and shareholders. 7. RECOMMENDATION FOR GENERAL MILLS’ SHAREHOLDERS Based on the cost and benefit analysis, the acquisition of Pillsbury is a promising investment.

Acquiring Pillsbury can help General Mills create synergies through both income / earning growth and cost savings. One key information that all shareholders should keep in mind when making decision is synergies. As shown in the calculation above, synergies account for a large part of the benefit side of the acquisition. If shareholders vote for this deal, they are making a big bet on the creation of synergies between the two companies. If synergies cannot be created between the two companies, no value will be created for the shareholders. Exhibit 1: Payoff Diagram for the Contingent Payment (Clawback) Payoff $38 $42. 55Stock Price

Operations in hilti company Essay

Operations in hilti company Essay

You are the manager of a firm selling product X in a competitive market. You consider writing a market report on X. Due to some economic changes, there is significant increase in the wages of workers. Please write a report about the expected effects on the market equilibrium price and equilibrium quantity of product X. the following points help you organize your report: 1. Indicate the effect of this event on supply and / or on demand. 2. Analyse what will happen to market equilibrium price and equilibrium quantity in the short run.

3.

If wages are expected to continue at higher levels, analyse what will happen to market equilibrium price and equilibrium quantity in the long run. The competitive market is one of the type of economic market structure. In a competitive market the price is determined through the forces of demand and supply. The following essay the effects of increase on wages on product price, quantity traded, and the supply and demand. The demand is the want or need of the person with the willingness to purchase the good at a particular price.

The demand is negatively correlated to price.

As the price increases the quantity demanded decreases. The supply is the desire and willingness of the supplier to sell the product at a particular price. The downward sloping curve represents demand. Supply is positively correlated to price. As the price increases the quantity supplied increases. Hence, the positive sloping curve represents supply. In the competitive market the point where demand and supply meets is the equilibrium point, which shows the equilibrium price and quantity traded. This is illustrated in the following graph. The increase in wages, increases the costs of the product.

This then will decrease the supply bringing a shift in the supply curve. The shift of the supply curve occurs when any factor except price changes bringing an effect on supply. The increase in cost of production will reduce the supply at level of the price because now it has become more costly to produce the supply. The supply curve will shift towards left. The following diagram shows that the supply curve S1 has shifted to S2. This has increased the market equilibrium price in the short run from P1 to P2. The quantity traded has decreased from Q1 to Q2. Long?

Run market supply curve. The short? run market supply curve is just the horizontal summation of all the individual firm’s supply curves. The long? run market supply curve is found by examining the responsiveness of short? run market supply to a change in market demand. As the wages will increase, in the long run the price will reduce and the quantity traded will increase because there will be more entrants into the market and the competition will reduce the price of the product. However, the profit levels will also decreases due to the increase in the wages.

Question 2 You’ve been hired by a firm to determine whether it should shut down its operation. The firm currently uses 70 workers to produce 300 units of output per day. The daily wage (per worker) is $40, and the price of the firm’s output is $20. The cost of other variable inputs is $500 per day. The firms fixed cost is $3000 per day. You know that the marginal cost of the last unit is $30. 1. Calculate the firm’s daily losses 2. Should the firm continue to operate at a loss? Carefully explain your answer. Total daily losses are the following: Description

Cost / Revenue Total cost Total daily sales 300 x 20 6000 Daily total wages 70 x 40 2800 Variable inputs 500 Fixed costs 3000 Total Cost 6300 Daily losses 300 According to the profit maximization theory, each unit sold, marginal profit (M? ) equals marginal revenue (MR) minus marginal cost (MC). Then, if marginal revenue is greater than marginal cost at some level of output, marginal profit is positive and thus a greater quantity should be produced, and if marginal revenue is less than marginal cost, marginal profit is negative and a lesser quantity should be produced.

At the output level at which marginal revenue equals marginal cost, marginal profit is zero and this quantity is the one that maximizes profit. In this case, the marginal profit is negative as according in competitive market marginal revenue is equal to price hence, it is $20 and marginal cost being $30, this equals to -$10. The company should not operate at a loss. Question 3 Given the data of the last question (2), the owner of the firm suggested that losses can be reduced by firing some workers.

If you found that the marginal product of the 70th worker was 4units of output per day, do you agree with the owner to reduce employment in order to reduce losses? Please explain carefully. The marginal product of labour is the change in the output compared to the change in the number of labour. Hence, the 70th labour is producing 4 units per day according to the data given in the question. The marginal product of labour is 4. In order to determine the demand of labour, the value of marginal product will be calculated.

The value of marginal product should equal to price of the product which is the marginal revenue (MR) with the marginal product of labour (MRP). As long as a worker’s value of marginal product exceeds the wage, the worker is hired. But because the marginal product is diminishing, eventually so many workers will have been hired that the value of the marginal product of an additional worker would be less than the wage. At this point the hiring will stop. A firm hires labour up to the point at which the value of marginal product equals the wage rate.

If the value of marginal product of labour exceeds the wage rate, a firm can increase its profit by employing more workers. This can be summed in the following way: Where TR = total revenue; Q = quantity MR x MPL = (? TR/? Q) x (? Q/? L) = ? TR/? L Hence, in this case the value of marginal product is: MR X MPL = 20 x 4 = 80 Wage rate = ? TR/? L = 40 The company should continue to hire more labour as the marginal product will diminish which will eventually bring the marginal revenue product of labour down until the wage rate is equal to the marginal revenue product of labour.

Elements of Good Feasibility Essay

Elements of Good Feasibility Essay

Those who do not do their homework do not graduate. ” – Bryce’s Law In its simplest form, a Feasibility Study represents a definition of a problem or opportunity to be studied, an analysis of the current mode of operation, a definition of requirements, an evaluation of alternatives, and an agreed upon course of action. As such, the activities for preparing a Feasibility Study are generic in nature and can be applied to any type of project, be it for systems and software development, making an acquisition, or any other project.

There are basically six parts to any effective Feasibility Study: 1. The PROJECT SCOPE which is used to define the business problem and/or opportunity to be addressed. The old adage, “The problem well stated is half solved,” is very apropos. The Scope should be definitive and to the point; rambling narrative serves no purpose and can actually confuse project participants. It is also necessary to define the parts of the business affected either directly or indirectly, including project participants and end-user areas affected by the project.

The project sponsor should be identified, particularly if he/she is footing the bill.

I have seen too many projects in the corporate world started without a well defined Project Scope. Consequently, projects have wandered in and out of their boundaries causing them to produce either far too much or far too little than what is truly needed. 2. The CURRENT ANALYSIS is used to define and understand the current method of implementation, such as a system, a product, etc. From this analysis, it is not uncommon to discover there is actually nothing wrong with the current system or product other than some misunderstandings regarding it or perhaps it needs some simple modifications as opposed to a major overhaul.

Also, the strengths and weaknesses of the current approach are identified (pros and cons). In addition, there may very well be elements of the current system or product that may be used in its successor thus saving time and money later on. Without such analysis, this may never be discovered. Analysts are cautioned to avoid the temptation to stop and correct any problems encountered in the current system at this time. Simply document your findings instead, otherwise you will spend more time unnecessarily in this stage (aka “Analysis Paralysis”). 3. REQUIREMENTS – how requirements are defined depends on the object of the project’s attention.

For example, how requirements are specified for a product are substantially different than requirements for an edifice, a bridge, or an information system. Each exhibits totally different properties and, as such, are defined differently. How you define requirements for software is also substantially different than how you define them for systems. (See, “Understanding the Specifications Puzzle”) 4. The APPROACH represents the recommended solution or course of action to satisfy the requirements. Here, various alternatives are considered along with an explanation as to why the preferred solution was selected.

In terms of design related projects, it is here where whole rough designs (e. g. , “renderings”) are developed in order to determine viability. It is also at this point where the use of existing structures and commercial alternatives are considered (e. g. , “build versus buy” decisions). The overriding considerations though are: •Does the recommended approach satisfy the requirements? •Is it also a practical and viable solution? (Will it “Play in Poughkeepsie? “) A thorough analysis here is needed in order to perform the next step… 5.

EVALUATION – examines the cost effectiveness of the Approach selected. This begins with an analysis of the estimated total cost of the project. In addition to the recommended solution, other alternatives are estimated in order to offer an economic comparison. For development projects, an estimate of labor and out-of-pocket expenses is assembled along with a project schedule showing the project path and start-and-end dates. After the total cost of the project has been calculated, a cost and evaluation summary is prepared which includes such things as a cost/benefit analysis, return on investment, etc. . REVIEW – all of the preceding elements are then assembled into a Feasibility Study and a formal review is conducted with all parties involved. The review serves two purposes: to substantiate the thoroughness and accuracy of the Feasibility Study, and to make a project decision; either approve it, reject it, or ask that it be revised before making a final decision. If approved, it is very important that all parties sign the document which expresses their acceptance and commitment to it; it may be a seemingly small gesture, but signatures carry a lot of weight later on as the project progresses.

If the Feasibility Study is rejected, the reasons for its rejection should be explained and attached to the document. CONCLUSION It should be remembered that a Feasibility Study is more of a way of thinking as opposed to a bureaucratic process. For example, what I have just described is essentially the same process we all follow when purchasing an automobile or a home. As the scope of the project grows, it becomes more important to document the Feasibility Study particularly if large amounts of money are involved and/or the criticality of delivery.

Not only should the Feasibility Study contain sufficient detail to carry on to the next succeeding phase in the project, but it should also be used for comparative analysis when preparing the final Project Audit which analyzes what was delivered versus what was proposed in the Feasibility Study. Feasibility Studies represent a commonsense approach to planning. Frankly, it is just plain good business to conduct them. However, I have read where some people in the I. T. field, such as the “Agile” methodology proponents, consider Feasibility Studies to be a colossal waste of time. If this is true, I’ve got a good used car I want to sell them.