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Abstract

In December 2000, the shareholders of General Mills were presented with a merger prospectus and proxy statement that outlined the terms by which General Mills would acquire Pillsbury from Diageo plc. Payment was composed of shares of General Mills stock, assumption of Pillsbury debt, and an unusual contingent payment. The task for the student is to assess and value the contingent payment in an effort to judge the attractiveness of the proposal, and to recommend how shareholders should vote on the proposal. The contingent payment resembles a contingent value right (CVR), which provides downside protection to the sellers in an acquisition. CVRs can be modeled as two options: a long put struck at a low stock price, and a short call, struck at a higher stock price. The combination of a CVR with the underlying stock of the buyer transforms the payment to the seller from floating stock to a fixed collar. Student analysis can decompose the contingent payment into its two basic options, and value the whole instrument. The teaching objectives of this case are to, Exercise student skills at identifying and valuing options.

About

Abstract

In December 2000, the shareholders of General Mills were presented with a merger prospectus and proxy statement that outlined the terms by which General Mills would acquire Pillsbury from Diageo plc. Payment was composed of shares of General Mills stock, assumption of Pillsbury debt, and an unusual contingent payment. The task for the student is to assess and value the contingent payment in an effort to judge the attractiveness of the proposal, and to recommend how shareholders should vote on the proposal. The contingent payment resembles a contingent value right (CVR), which provides downside protection to the sellers in an acquisition. CVRs can be modeled as two options: a long put struck at a low stock price, and a short call, struck at a higher stock price. The combination of a CVR with the underlying stock of the buyer transforms the payment to the seller from floating stock to a fixed collar. Student analysis can decompose the contingent payment into its two basic options, and value the whole instrument. The teaching objectives of this case are to, Exercise student skills at identifying and valuing options.

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