Case Summary
During December 2012, Jorge Paulo Lemann, a co-founder and partner at 3G, proposed to Warren Buffett that 3G and Berkshire Hathaway acquire H. J. Heinz Company. Lemann and Buffett, who had known each other for years, jointly decided that the Heinz turnaround had been successful and that there was significant potential for continued global growth. 3G informed Heinz CEO William Johnson that it and Berkshire Hathaway were interested in jointly acquiring his company. Johnson then presented the investors’ offer of $70.00 per share of outstanding stock to the Heinz board.
At a meeting on January 15, 2013, the Heinz board appointed a transaction committee and voted to retain Centerview and Bank of America Merrill Lynch as its advisors. The board and advisors discussed the trends that are negatively impacting Heinz, including low international GDP growth. They also discussed option to sale, including remaining a standalone company or pursuing acquisition by another company in the food and beverage industry. After updating its strategic plan and financial projections, Heinz informed 3G that without better financial terms it would not continue to discuss the possibility of an acquisition. Two days later, 3G and Berkshire Hathaway returned with a revised proposal of $72.50 per share, for a total transaction value of $28 billion (including Heinz’s outstanding debt). A week after the new proposal, Heinz agreed to continue discussing the acquisition.
Following a forty-day “go-shop” period (permitting Heinz some time to look for other investors), on February 13, Heinz, 3G, and Berkshire Hathaway agreed to sign the deal. On that day, investment advisors presented to the Heinz board their opinions that the acquirers’ offer was fair financial perspective. The transaction committee of the board also provided its approval of the acquisition, allowing execution of a merger agreement and a press release announcing the transaction. But was this, in fact, a fair deal?
Question
What was the acquisition premium? Was this reasonable? Explain with analysis.
Guidance:
Show your work for calculating the premium. List any assumptions you made and why they are reasonable. Is the acquisition premium comparable with the average premium paid in M&A? if premium is above the average why is it reasonable? If it is below the average why is it also reasonable?
show the steps and give the detailed explanation
