The unique motivations and benefits of the various parties in the "HoogenFood

opportunity/situation":
 
1. The Banks
What's in it for the banks?
Beside the enormous profit potential—as supported by Lanza e Compagnia’s LBO track record
—this LBO opportunity also stands a prestige-transaction. Whichever one of the 2 gets in on
this, stands to, in turn, consolidate leadership role in the world of finance. Therefore, not much of
“selling” the opportunity (as in, courting the banks) should go on necessary.
What's the banks got to offer?
Both OmniGroup and EuroBank are in a perfect position to, and have displayed interest in
backing LBO with required funding in order to win the deal. Letters of Commitment should not
be hard to obtain from either.
Loan terms and conditions will make all the difference.
2. The LBO Sponsor – The White Knight?
What’s in it for Lanza e Compagnia?
As an uncontested leader in the LBO sector, Lanza e Compagnia needs the next big deal to
remind the market of its active and dominant presence.
Experience with consumer foods LBOs favors them as a company that’s likely to succeed in
integrating HoogenFood without losing value in the process, while identifying synergies and
maximizing returns.
What's Lanza e Compagnia got to offer?
First and foremost, Lanza e Compagnia stands as the white knight in a gloomy horizon, with the
potential to snatch HoogenFood from the jaws of an unfriendly acquisition. Another appealing
aspect of theirs is the management feels safer and more confident of their career prospects, with
Lanza e Compagnia leaving company management to them and sticking with what they do best:
LBO and invest management. Third, the Lanzas are known not only for their keen eye for
spotting lucrative investment opportunities, but partially for improving operations and squeezing
efficiencies and profitability for their acquisitions.
Lanza e Compagnia almost desperately needs to make good use of their EUR6 billion fund, for
which an opportunity of the right scale and appeal isn’t readily available, beside HoogenFood.
3. Alimentos Globales – The other White Knight?
What's in it for Alimentos Globales?
Alimentos Globales’ and HoogenFood’s respective CEOs serve on each other’s board. Their
respective markets and lines of business are complementary, despite the apparent competition
between the two. In fact, the fit between these two is such that, it might raise antitrust concerns,
leading to deal block by the Competition Directorate-General of the EC.

What's Alimentos Globales got to offer?

Beside the mutually beneficial synergies, the only complication there may be in addition to
antitrust issues is the BBB rating of Alimentos Globales, which may leave them unable to make
a bona fide offer/proposal, as any bank that might even consider extending them a loan that
scales to the magnitude of the proposed acquisition will first have to go up against the world’s #1
and Europe’s 1 banks, with little chances to materialize a deal.
4. The Threat
What's in it for Finance Mondiale S.A.?
Bernard Acier is ferocious corporate takeover guru and financier, coming in with a solid bona
fide offer on the table (i.e.: having all the funding required for a quick acquisition).
Although, Finance Mondiale will show little concern for HoogenFood’s management, the
company comes with over 40% returns on net assets, a proven history of successfully exploiting
takeover opportunities. Bernard Acier offers a hand of Steel that stands determined to gulp up
HoogenFood.
What's Finance Mondiale S.A. got to offer?
Despite the potential of huge financial returns, it’s hard for HoogenFood’s management to find
any appeal in the possibility of being acquired by Finance Mondiale, as that puts an end their
very employment security and livelihood, as they’ll all fall under the sword of Acier’s
restructuring of HoogenFood.
5. The Target
What makes HoogenFood such an appealing takeover target?
HoogenFood’s 20% compound annual growth is a blessing and a curse, as that level of consistent
success is what attracted Finance Mondiale, in the first place, along with a 24% operating
margin, which efficiencies improvements can easily pump up. The dual nature of HoogenFood’s
operations is another key element, as it comes with embedded diversification. Much like a cash-
cow waiting to be put on steroids, HoogenFood’s market shares across Europe alone presented
an enormous opportunity in the eyes of Finance Mondiale who has the capabilities of stripping
branded food and specialty chemical giant of its inefficiencies and taking it global, to go after
even greater market shares and profits, while growing the pie…

HoogenFood’s Edge in the whole “situation”:

HoogenFood finds itself in an apparently not so comfortable position, in the crossfire of Finance
Mondiale. But given the new parties at play, this may turn out to be “time to sell” that Victor
Hoogen was waiting for. As he questioned the stock market valuation of his company and
entertained talks with potential buyers over the years (including the Lanzas), Finance Mondiale’s
unfriendly bid might just be the trigger he needed to be propelled in the “right” price margin, if
only he’ll surgically orchestrate a delicate series of negotiations, favorable to upward and
competing valuations HoogenFood, through a high bidding war amongst all interested parties.

This sets the stage for a most interesting simulation. We think we can sway this our way with a promise
to stay out the way of running the business, as always. Our valuation method for the company will
depend upon a number of parameters, including current offer, HoogenFood’s own anchor price. The
only limitation we’ll set has to deal a conservative financing approach; our concern in the process being
not to over-leverage. Our strategy will ride on one of two tracks:

- Partner with Alimentos Globales, who’s on very positive terms with HoogenFood, but this comes
with a risk as we may buy Alimentos Globales a sit at the tables, only to end up competing with
them.
- Or going it alone, leaving Alimentos Globales out, without a chance for a shot at the acquisition.