Search results

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 common stock to the Heinz board.

After much discussion, the Heinz board and its advisors informed 3G that without better financial terms they 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).

Following a forty-day “go-shop” period, Heinz, 3G, and Berkshire Hathaway agreed to sign the deal. But was this, in fact, a fair deal? And what might be the future consequences for shareholders, management, employees, and citizens of Pittsburgh, the location of the company's headquarters? Last, what was the role of activist investors in bringing Heinz to this deal stage?

After reading and analyzing the case, students will be able to:

• Understand the influence of investment bankers on M&A transactions

• Consider synergies that drive M&A

• Consider the role of activist investors in corporate strategic decision-making

• Understand the impact of M&A on key corporate stakeholders

• Apply core valuation techniques to support M&A valuation

Understand the influence of investment bankers on M&A transactions

Consider synergies that drive M&A

Consider the role of activist investors in corporate strategic decision-making

Understand the impact of M&A on key corporate stakeholders

Apply core valuation techniques to support M&A valuation

The case builds upon the theoretical literature in strategy and decision-making under uncertain, complex and ambiguous situations inherent in nascent industries (Eggers and Moeen, 2019). It also bases its analysis of the central decision in the case, the merger between Aphria Inc. and Tilray, on the pertinent literature on mergers and acquisitions (DePamphilis, 2015). DePamphilis (2015). Mergers, acquisitions, and other restructuring activities: An integrated approach to process, tools, cases, and solutions. 8th ed. Academic press, San Diego, CA. Eggers and Moeen (2019). Entry Strategy for Nascent Industries: Introduction to a Virtual Special Issue. Strategic Management Journal. 42 (2), pp. 1–15.

Assessing/reassessing sources of competitive advantage and recognizing how changes in policy and technologies and globalization can change industry dynamics. Identifying the challenges that companies face when developing strategy in nascent and emerging industries and the related (sub)sectors. Analyzing a merger and deciding if it is warranted, financially and strategically. Applying industry analysis to understand dynamic forces impacting an industry, the attractiveness of an industry and how industry structures affect a company’s strategy.

The global cannabis industry emerged after Canada, selected states in the US and some other countries across the world started to legalize recreational and/or medical cannabis. Similar to any industry in its nascent stages, the industry structure was undefined, product definitions and categories were unclear and competitive landscape was evolving. It was key for decision makers such as Irwin Simon, the CEO of Aphria Inc., to devise a strategy that would enable the firm to navigate the tides of the nascent industry. Simon had a background in consumer packaged goods industry and was a proponent of gaining market power through industry consolidation moves such as mergers and acquisitions. In 2020, encounters with Tilray’s CEO presented Simon with a merger opportunity with potentials for complementarities and cost savings. The challenge for Simon was to convince the Aphria’s shareholders that the potential gains from this move outweighs its challenges.

Strategy courses (undergraduate and graduate level) • During a session on nascent industry analysis, to illustrate how companies decide whether to enter a market, how to grow and position themselves. • During a session on mergers and acquisitions, to illustrate how a company can use such strategies to gain market power and pursue consolidation. International business courses (undergraduate and graduate level) • During a session on navigating the tides of an industry that is in its nascent stage, both at the individual country level and at the global level. Cannabis industry courses (undergraduate level) • During a session on the national and global prospects of the industry from an investment, entrepreneurial or policy-making perspective. • During a session on mergers and industry consolidation strategies.

Deutsche Bahn AG (Deutsche Bahn hereafter) was the former German railroad monopolist until deregulation in 1996. It was a well-known company that operated in worldwide markets for transport and logistics at the time of the case (late 2013). The case “Deutsche Bahn AG: a former monopoly off track?” focuses on the opportunities and challenges faced by Deutsche Bahn with regard to its position in the German individual transportation market. On the one hand, Deutsche Bahn is facing external problems. Increasing competition in short- and long-distance traffic threatens its strong business position. The competition emerged from a growing long-distance bus market and the increase in private railway companies. During the last few years before 2013, Deutsche Bahn has lost several public tenders for individual passenger travel in Germany. On the other hand, Deutsche Bahn has internal problems that endanger its image as a service company. A lack of service quality and the technical condition of its trains has led to rising numbers of customer complaints. In addition, staffing and punctuality problems have exacerbated the situation. One of the main technical issues the company faces is that ordered trains have not been delivered on time. Given the focus on Deutsche Bahn’s domestic challenges, its international business activities are tackled only briefly. While regulatory and political events have an impact on Deutsche Bahn, these are not the main subjects of the case.

This case has been written from public sources. Consequently, no company release is provided. None of the information has been disguised in any way.

The case is intended for use in a 90-minute strategic management class attended by students at the end of their undergraduate studies or in postgraduate study. Although the case relates to issues in strategic management, the special regulatory environment and some of the issues covered could make the case a useful complement in other classes as well, such as classes in supply chain management (procurement) or the management of public companies. Therefore, students should have basic knowledge in developing strategies, management, marketing, human resource management, and finance.

Strategic Analysis and Strategic Management, Railroad Logistics, Deregulation of a former Monopoly, Stakeholder Theory.