Last week it was reported that ADM has approached its rival Bunge about a potential takeover, eight months after Glencore proposed doing the same thing. Last summer Bunge’s CEO suggested that his company might be worth more as part of a larger organisation. Bunge, according to the FT, « has no poison pill or bylaws that would allow it to fend off an unsolicited approach, making it vulnerable to a hostile takeover ».
It is unclear how Bunge, with a market capitalisation of about $11bn compared to ADM’s $23bn, reacted to the ADM’s approach. It is also unclear how the deal might fare under US antitrust laws; the combined entity may to have to divest significant assets, especially in the US and Canada.
Meanwhile some analysts predicted that Glencore would enter into a bidding war for Bunge; others suggested that Glencore would sit back and pick up the assets that ADM might have to divest, particularly its North American grain silos and processing plants.
The offer for Bunge goes against ADM’s (apparent) strategy of diversifying away from low-margin and volatile commodities into higher-margin and more stable ingredients. In 2014, ADM bought natural the ingredient company Wild Flavors for about $3 billion, and has since also expanded into other « healthy » ingredients such as fruits and nuts.
Last week also saw Ferrero announcing a $2.8bn cash deal to buy Nestlé’s US confectionary brands, and so become the world’s third-largest seller of confectionery, behind Mars and Hershey. The FT suggested that the privately owned Ferrero was well placed to pay a premium to expand its confectionary footprint in the US at a time when publicly owned companies are under pressure over concerns about obesity.
However, some analysts warned that Ferrero would face a challenge in managing the move from a company with a small and carefully chosen premium portfolio of products to a multi-brand conglomerate more like Unilever or Nestlé.
Amazon’s $13.7 billion acquisition of Whole Foods last June was also in the news last week. The conventional wisdom at the time of the acquisition was that Amazon would slash prices, expand delivery services and pressure margins across the industry. So far at least, that hasn’t happened, for three reasons.
First, even with Whole Foods, Amazon’s annual grocery sales are tiny compared to industry giants like Walmart and Costco—with roughly 2% share of the U.S. grocery market. It is tough to transform a market with so small a market share.
Second, the deal was forged out of weakness rather than strength; both Whole Foods and Amazon Fresh were struggling before the acquisition.
Third, as an online retailer, Amazon lacks expertise in brick-and-mortar operations; it doesn’t have a model that it can stamp on to Whole Foods. As such, there seem few synergies between the two companies.
However, Amazon is known for playing a long game, and they may have technological disruption on their side. This week the company opened their first “Checkout-free” Amazon Go grocery store in Seattle. The store uses cameras and electronic sensors to identify customers and track the items they select. Purchases are billed to customers’ credit cards when they leave the store. As yet the company has no plans to introduce the technology to its Whole Foods stores.
But technological disruption is not just occurring at the retail end of the food supply chain. This week Dreyfus reported that they had teamed up with their banks to do their first agricultural commodity trade using blockchain technology–a cargo of US soybeans to China. Dreyfus said that document processing on the transaction was reduced to a fifth of the time it would normally take, and that the process reduced the risk of fraud and human error.
As such, the two (maybe three) mergers mentioned above are occurring at a time of rapid technological change–a time when the whole supply chain is being disrupted.
But what else do they have in common, and what lessons can be learned from them?
Mergers are tough to implement and quite often end up destroying value, as well as diverting management time from internal growth. Mergers are even tougher in struggling sectors: two struggling companies do not make a strong one. In addition, it is not necessarily a good idea to go into a merger from a position of weakness. Lastly, just because a company is successful at running one business, it doesn’t mean that it can be just as successful in another, even adjacent, business.
On the positive side it has become clear that companies are better at managing some businesses than others. Confectionary companies are, for example, better at managing brands than they are at managing commodity sourcing and processing. At the same time, too diverse a portfolio of businesses can put strains on management processes.
This could be particularly the case if ADM, an increasingly ingredients-focused company, expands its footprint further into traditional commodity merchandising.
One obvious solution would be for ADM to take Bunge’s more value-added downstream businesses, while Glencore would buy the commodity merchandising businesses.
It will be interesting to see how this one develops.