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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

SONY Online Entertainment (SOE) was planning to release a new version, EverQuest II®, of its popular online game, EverQuest®. The first EverQuest® game was very successful financially, generating approximately $5 million/month in 2002 for SOE. However, some issues surrounding addictions and corporate responsibility were interfering with the new product launch. These problems revolved around several deaths in which the EverQuest® game had been implicated. The case focuses on the dilemma faced by the Vice President of Marketing prior to the new product release: How far must a company go to protect possible misuse of a product by consumers?

The case, while acknowledging the difficulty of managing a family business in view of the accompanying human issues, emphasizes that sound business practices and procedures, and clarity with regard to the goal, remain the key; a firm is a complex, interconnected system and management needs a systems viewpoint; and technology can only support underlying business processes if there is clarity with respect to these.

SomPack had survived low-cost Asian competition starting the mid-1990s, a revolt by some extended family to try and bring it down with the help of a competitor, the Turkish banking crisis of 2001, and the global economic crisis of 2008 all the while watching its suppliers, competitors and customers collapse. A focus on cost-cutting and internal discipline by the successor, who had been promoted to CEO in 2004, had exacerbated internal discontent somewhat and had led to issues with production planning, but everyone understood that times were tough. Several large customers who had left were asked to return because the alternatives had been worse. By 2012, SomPack was considering expansion into new products in collaboration with its international partners. Then one day, in July 2013, it suddenly collapsed. Could the entire approach have been wrong? What should management have done instead?

Undergraduate, graduate business management.

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CSS 7: Management Science.

At three o'clock in the morning on September 10, 2001, Thierry Hautillac, a risk arbitrageur, learns of the final agreement between Pinault-Printemps-Redoute SA (“PPR”) and LVMH Moët Hennessy Louis Vuitton SA (“LVMH”). After a contest for control of Gucci lasting over two years, PPR has emerged as the winner. PPR and LVMH have agreed for PPR to buy about half of LVMH's stock in Gucci for $94 per share, for Gucci to pay an extraordinary dividend of $7 per share, and for PPR to give a two and a half year put option with a strike price of $101.50 to the public shareholders in Gucci. The primary task for the student in this case is to recommend a course of action for Hautillac: should he sell his 2% holding of Gucci shares when the market opens, continue to hold his shares, or buy more shares? The student must estimate the risky arbitrage returns from each of these choices. As a basis for this decision, the student must value the terms of payment and consider what the Gucci stock price will do upon the market's open. The student must determine the intrinsic value of Gucci using a DCF model as well as information on peer firms and transactions. The student must consider potential synergies between Gucci and PPR and between Gucci and LVMH. The student must assess the likelihood of a higher bid, using analysis of price changes at earlier events in the contest for clues.

In 2013, Under Armour had $2.3 billion in sales yet only $500 million came from its women’s apparel, and the company was ready to expand into the female market segment. The “I Will What I Want” global women’s marketing campaign was the largest Under Armour had ever run. Founder Keven Plank and his team launched the campaign on a multichannel platform, with social media at its core. The campaign’s success surpassed what Plank had imagined, and he is left wondering where to take Under Armour’s advertising and marketing next. This case has been used successfully in a marketing course and would be suited for any class with a focus on interactive media, technology, and multichannel marketing.