cancrer and depression :: essays research papers

CANCER AND DEPRESSION Approximately five years ago I was diagnosed with pelvic cancer, Cancer is not just one disease it’s several diseases. A tumor may be malignant or benign meaning that one is cancerous and the other non- cancerous. I was diagnosed with a malignant tumor in my right pelvis and being newly diagnosed, I felt out of control and over whelmed. As of today, the reason I developed cancer is not well understood. Even thought I’m a smoker, I don’t believe that was the cause of it, my cancer was a type of bone cancer. There are many none carcinogens which are materials that cause cancer but many are still undiscovered. Malignant tumors ("cancers") are capable of spreading to other parts of the body, whereas benign tumors cannot spread. Some benign tumors are called "aggressive" because they can destroy nearby bones and soft-tissues yet do not spread to other body sites. Sarcomas are malignant tumors that arise from musculoskeletal system tissues such as bone, muscle or connective tissue and this was the type that became my enemy. My reaction to my diagnosis was in shock and disbelieve. Fighting cancer is not a challenge you face a lone it involves friends family doctors and a good health care team. I went through several fasces: depression, anxiety, self-pity and anger. My main concern was my family, specially my kids. What if I die on the operating table, what’s going to happen to them? Who is going to support them? I had all these things going thru my mind, and many more. What I was going to go thru seemed unreal to me .I could have never imagined after being healthy all of my life and being able to walk and run without a hitch, that I might lose the use of one of my legs. Thinking of cancer every waking moment, I needed to resolve some issues I had in my life. I knew that after the surgery I was going to be incapacitated and incapable of doing all the things I normally did. My position at Artistic Concrete of Florida was head foreman and I was responsible of supervising ten construction groups that had a work force of approximately eighty men. I would be up at 5:00AM ,get in my explorer, and make my rounds thru the construction sites .I had to walk thru ditches; climb latter’s inspect rooftops and run around like a chicken without a head.

History Paper 1877 – 1900

Over the years of 1877 to the 1900’s many changes were occurring. The Southern cities were changing faster than anyone could’ve imagined with new transportation, growing industries, and the end of slavery. Not to mention, the changing role of women. In the New South by the year 1880, steel and iron mills were progressing across the North. Railroad construction was fast paced in the 1880s. Comparing 1880 to 1890 the tracks had doubled with Texas and Georgia having the biggest growth. In 1886, an agreement was made to have a standardized width on the railroad tracks.This would help create a national transportation system. By creating this, the increasing demand of buying and selling goods would be fulfilled at a faster pace. Also, with this new transportation came new land for families to move into for work. The textile industry was growing significantly also because more people were traveling to the South. With immigrants and Southerners needing a steady form of income e ntrepreneurs took on the textile business not only to build good relationships with the people of the South but also to be less dependent on capital and manufactured products from the North.Tobacco was also a growing business with Virginia leading in the sales of chewing tobacco across the nation. When the discovery of bright-leaf tobacco was made, tobacco habits were changed into the form of cigarettes by James B. Duke. He had the first cigarette-making machine installed in his plant and by the year 1900, Duke’s tobacco company was controlling eighty percent of tobacco manufacturing in the United States. With these booming industries came low wages. The South experienced a downfall with the rise they were experiencing.Since the workers of the South were poorly paid they could not afford to buy much so the market in the South for manufactured goods was kept low as was the consumer demand. Low wages only brought in immigrants that were low-skilled so skilled laborers were more likely to go north and work complicated machinery to produce high-quality goods. The South had close to no capital reserves to expand leaving Northern financers to purchase the five major rail lines serving the South at a bargain after failing during a depression in the 1870s.Since the South was such a risk to invest in the textile industry stayed small-scale. On the other hand, the South’s largest industry, the lumber industry grew. Since it required little capital and provided unskilled laborers with a job, these raw materials were quickly produced. The tobacco industry unlike the textile industry avoided some turmoil. James B. Duke’s tobacco company was profitable enough to become its own bank. With enough capital to have the latest technologies on his plants, he was fortunate enough to buy out his competitors.In the late nineteenth century women began fighting to improve the status of women, sometimes by joining with men. Because women in the South were left with providing for their families when the South lost the war, some never wanting to depend on men again and others who dealt with Southern men who were shaken by defeat, they were not as motivated to campaign reform and threaten gender role changes. Despite such battles, southern women found opportunities in schools, and stores for example that expanded their social role twenty years after 1880.Women of the South, both black and white of the middle class, played important roles in civic work and reform. These middle class women began performing in activities ranging from lobbying for various causes, taking leadership on plenty of important issues and organizing clubs. Some of the first women’s clubs starting in the 1880s were self-improvement societies that did not care for reform. Women’s clubs grew and by 1890, most towns and cities had several women’s clubs. Some of the club’s and its members even began taking part in political issues.While both black and white women had their clubs, the activities of black women’s clubs were slightly different in comparison to the white women’s clubs. Black women’s clubs looked out for the women and children in their cities, supporting daycare facilities for working mothers and settlement houses in poor black neighborhoods. They also established homes for single black women so that they would not be an easy victim to sexual exploitation. Atlanta’s Neighborhood Union founded playgrounds, a health center and also received a grant to improve black education.These women also worked for woman suffrage. While both groups of women had strong beliefs and motives to speak their minds they rarely communicated with each other. Some white women would even use racial solidarity as a weapon to promote white women’s right to vote. They did this to prove the point that with white men and women’s votes combined they could further white interests. The black generation that ca me of age in this environment where blacks and whites could maintain cordial relations expected many privileges in society like the right to vote, work and attend school.Among these, they also wanted self-respect, dignity and to be considered equal to the white men and women. White southerners who came of age in this same environment saw blacks as the enemy. They wanted to preserve white purity and dominance. Because the tensions between blacks and whites continued to grow, not only on the view of equality but in jobs as well, violence against black people boomed in the 1890s. Some of these violent crimes included lynching. After two of the unspoken rules had been violated the lynchings started.White men began to see themselves as protectors of the weak, but it more importantly reinforced white solidarity and reminded the blacks that white supremacy ruled the South. When the Fifteenth Amendment guaranteed freedmen the right to vote, poll taxes, literacy test, understanding clause an d grandfather clause were all some of the disfranchising legislation that began to prevent blacks from voting. Blacks began moving to cities in the South where they could be somewhat free from white surveillance after feeling like American democracy had hung a â€Å"whites only† sign.Blacks began to create their own rich communities and the businesses and institutions they built during Reconstruction began to grow and some even flourish. By the year 1900, black southerners had less political power than they had before and were far more isolated from white southerners. Despite every obstacle, they were successful in building a comfortable community life and a rising middle class, all while being in a restricted environment.The changes brought over the time frame of 1877 to the 1900’s were the framework for some of the opportunities we have today. The South had plenty going on over the years, from building and trying to keep industries, to men and women moving into the S outhern cities with new opportunity that their ancestors did not have and Blacks fighting for their rights when white solidarity was having such a heavy effect on their lifestyles. The South was fast growing but holding itself back with segregation, and black disfranchisement.

Are the Precepts of the IBM Training Program Consistent...

1. The precepts of the IBM training program are consistent with the concepts in this chapter because there are a lot of consensuses. There are for example power, which is according to Robbins and Judge, â€Å"a capacity that A has to influence the behavior of B so that B acts in accordance with A’s wishes† (p.420) and the power tactics, which are, according to Robbins and Judge, â€Å"ways in which individuals translate power bases into specific actions† (p.425). There are different power tactics an individual can use by moving people into specific actions. A research has defined nine distinct influence tactics. The most effective ones are rational persuasion, inspirational appeals and consultation. The least effective one is pressure. Furthermore,†¦show more content†¦Again, there a various factors that influence the political behavior. These factors are individual and organizational factors. Individual factors include for example high self-monitor or high mach personality, as it is illustrated in Exhibit 13-3. In contrast, the organizational factors include factors like reallocation of resources, role ambiguity, and democratic decision making. Combining those factors, it will lead to high political behavior which can lead to favourable outcomes such as rewards and averted punishment for both individuals and groups in an organization. With knowing this IBM could improve their communication within their organization and furthermore, they can be more efficient. 3. If I had a manager who wanted me to do something against my initial inclinations, IBM’s â€Å"make trade-offs† and â€Å"negotiate collaboratively† would work best for me. Trade-offs are really important to have between an employer and an employee because if something is not working the way I want, because my employer wants it different than it is good to talk about it to find tradeoffs. It would also help the manager to make me more what he wants when he makes trade-offs because if my manager would offer me benefits when I am doing what is asked from me than I would do it more easily and wouldn’t care about my inclinations that much compared to when there would not be any trade-off. Negotiations are alsoShow MoreRelatedStephen P. Robbins Timothy A. Judge (2011) Organizational Behaviour 15th Edition New Jersey: Prentice Hall393164 Words   |  1573 PagesOrganizational Behavior This page intentionally left blank Organizational Behavior EDITION 15 Stephen P. Robbins —San Diego State University Timothy A. Judge —University of Notre Dame i3iEi35Bj! Boston Columbus Indianapolis New York San Francisco Upper Saddle River Amsterdam Cape Town Dubai London Madrid Milan Munich Paris Montreal Toronto Delhi Mexico City Sao Paulo Sydney Hong Kong Seoul Singapore Taipei Tokyo Editorial Director: Sally Yagan Director of Editorial Services:Read MoreHp Transformation Leadership21564 Words   |  87 PagesTRANSFORMATION Leadership at HP | Under supervision of DR. Ahmed Farouk | | This report will present transformation process of hp corp. 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A Provider Of Wireless Backhaul Solutions Essay - 963 Words

Founded in 1996, with its headquarters in Tel Aviv, Israel Ceragon Networks Ltd. is a provider of wireless backhaul solutions (providing wireless communications to and from a certain point). They are ranked #1 in wireless backhaul services. The services they deliver range from 4G/LTE all the way to 2G. Ira Palti (the president and CEO) prides himself highly for ownership of his company and works hard to dedicated to high quality service to all of their clients (government and public). As the demand for multimedia services pushes the need for increasing capacity. Ceragon is committed to serve the market with unmatched technology and innovation. 2.Recent News Summary: Here are five pieces of recent news about Ceragon: a) Ceragon and Statoil, a Leading Energy Company in Oil and Gas Production, Renew Their Frame Agreement for Five Additional Years. b)Analysts Expect Ceragon Networks to Announce $0.01 Earnings Per Share for this quarter c)The higher estimate of target price is $3 , while the lower price target estimate is $2 a growth with both numbers d)Nokia Corporation (NYSE:NOK) Taps Artemis pCell Deal with Ceragon Networks Ltd. (NASDAQ:CRNT) e)The analysts at the brokerage house have a current rating of Hold on the shares. 3)Market Stock Analysis: Ceragon Networks is the top company in its field of the services that it offers. The competition is far behind Ceragon and does not nearly have as many clients. The market for wireless equipment is rapidly evolving and isShow MoreRelatedCell Network Operators And Mobile Network Operator1398 Words   |  6 Pages1 SMALL CELL BACKHAUL: Small cell backhaul connects small cells with mobile network operator. As mobile network operators begin to deploy growing numbers of small cells in order to meet the rapidly increasing demand for mobile data capacity, and to utilize the maximum spectrum we use backhaul. The major challenge facing them is how to provide efficient and cost-effective backhaul solution. 2 BACKHAUL REQUIREMENT: For designing this backhaul one should consider the type of environment, transmissionRead MoreWimax1073 Words   |  5 PagesThe Next Broadband Wireless Revolution ABSTRACT: WiMax is the next step on the road to a wireless world, extending broadband wireless access to new locations and over longer distances. It will also significally reduces the cost of bringing broadband to new areas. 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Sarbanes Oxley Outline - 676 Words

The Ineffectiveness of the Sarbanes Oxley Act In Corporate Management and Accounting In the early 1990s, a young company named Enron was quickly moving up Fortune magazine’s chart of â€Å"America’s Most Innovative Company.† As the corporate world began to herald Enron as the next global leader in business, a dark secret loomed on the horizon of this great energy company. Aggressive entrepreneurs eager to push the company’s stock price higher and a series of fraudulent accounting procedures involving special purpose entities were about to be exposed. In early 2002, the United States Justice Department announced its intent to pursue a criminal investigation into the once mighty company, Enron. After the gross negligence of accounting†¦show more content†¦Passing of Sarbanes by Congress to limit corporate accounting violations. (Sarbanes Oxley Act of 2002) 2. The creation of the Public Company Accounting Oversight Board and its controversial creation. a. The mandatory registration of public accounting firms who prepare audits for public companies. b. The extensive rules given to accounting firms under  §103 of Sarbanes Oxley and the complexity of their application. c. How public accounting firms are unable to handle increased auditing and accounting demands by public companies. 3. Increase in expenses for businesses to achieve compliance with Sarbanes standards. a. Inaccurate calculations made by Congress minimizing the costs associated with Sarbanes compliance. (Feeney, T., The Heritage Lectures; No. 995) b. Businesses struggle with the cost of accounting department upgrades for internal audit procedures due to lack of funds. c. The slow destruction of the U.S. economy where companies find more benefits of going public in overseas markets or selling to private equity firms. 4. The controversy surrounding Sarbanes  §404 and its application to corporate accounting. (In re Buca Inc. Secs. Litig, 2006) a. The ambiguity Sarbanes  §404 presents for corporate management and the relationship of external auditors. (In re Cardinal Health, Inc. Sec. Litigs., 2006) b. The inability for accounting firms to interpret and apply Sarbanes  §404 clearly for publicly held corporations.Show MoreRelatedLjb Company Case1592 Words   |  7 PagesExternal Consultation to LJB Company EXTERNAL CONSULTATION TO LJB COMPANY Abstract A paper presented on the case study 2 review of LJB Company. The paper will address growing issues of Sarbanes-Oxley compliance, and business ethics in regards to Corporate Social Responsibility (CSR) and adherence to current regulatory federal mandates. Paper presents tools for consideration for tomorrow’s leaders and gives a general overview of internal control strategiesRead MoreAcct 504 Case Study 21101 Words   |  5 Pages These are addressed with five principles of internal control: Establishment of responsibility, Segregation of duties, Documentation procedures, Physical controls, Independent internal verification, and Human resource controls. The 2002 Sarbanes-Oxley Act stresses importance upon guidelines of necessary internal controls for any publicly traded company or corporation. There are several practices LJB Company currently have in place, these will be addressed and should be continued. FinallyRead MoreHistory of Sox2875 Words   |  12 PagesHistory of Sarbanes Oxley and the Reasons for Enactment Virginia Knight Student ID: 6892460166 Accounting Capstone Senior Seminar in Accounting ACC 499 006016 Spring 2009 Submitted to: Professor Tee Thein June 19, 2009 Abstract: In 2002 the Sarbanes-Oxley Act was passed. This is a mandatory act that all organizations, large and small, must comply with. This legislation introduced major changes to the regulation of financial practice and corporate governance. There are eleven titlesRead MoreEffect of Matherial Weaknesses on Stock Exchange Market11608 Words   |  47 PagesMARKET The impact of Sarbanes Oxley Act in companies’ share price Ronnie Damonte Month Year School of Business Administration TABLE OF CONTENTS: 1. INTRODUCTION 3 1.1 Background Information. 3 1.2 Objectives of the Research. 3 1.2 Research Questions. 4 1.3 Methods. 4 2. SARBANES OXLEY ACT 5 2.1 What is the â€Å"Sarbanes Oxley Act†? 5 2.2 SOX genesis. 5 2.2.1 Toward the SOX. 5 2.2.2 The development of SOX bill. 6 2.3 Structure and contents of Sarbanes Oxley Act. 8 2.3.1 - 100sRead MoreSarbanes Oxley : Corporate Responsibility For Financial Reports750 Words   |  3 Pagesimpact on corporations, accounting firms, and investors like Sarbanes-Oxley. Sarbanes-Oxley was passed by Congress in 2002 as direct result of the accounting scandals that plagued the public equity markets during the late 1990s and early 2000s. Sarbanes-Oxley was developed to be a series of measures, safeguards, guidelines, and criminal punishments in order to prevent future accounting scandals on the scale of Enron and Worldcom. Sarbanes-Oxley has profoundly impacted both management and accountantsRead MoreSarbanes Oxley : Corporate Responsibility For Financial Reports Essay760 Words   |  4 Pagesimpact on corporations, accounting firms, and investors like Sarbanes-Oxley. Sarbanes-Oxley was passed by Congress in 2002 as a direct result of the accounting scandals that plagued the public equity markets during the late 1990s and early 2000s. Sarbanes-Oxley was developed t o be a series of measures, safeguards, guidelines, and criminal punishments in order to prevent future accounting scandals on the scale of Enron and Worldcom. Sarbanes-Oxley has profoundly impacted both management and accountantsRead MoreThe Sarbanes Oxley Act Of 2002 Essay1605 Words   |  7 Pagestime to protect investors and consumers alike. A brief overview of the Sarbanes-Oxley Act of 2002, a discussion of some of the provisions therein, opinions of others regarding the act and also my personal and professional opinion will be discussed below. The same will be examined about the Dodd-Frank Wall Street Reform and Consumer Protection Act. Senators Paul Sarbanes and Michael Oxley were the sponsors of the Sarbanes-Oxley Act of 2002, which represented a tremendous change to federal securitiesRead MoreInternal Auditing : Corporate Fraud, Greed For Power, Money, And Influence1165 Words   |  5 PagesThe purpose of this research is to provide a summary outline on internal auditing by uncovering motives behind corporate fraud, executives greed for power, money and influence. These issues will include a transitory story of the Archer Daniels Midland Company (ADM) scandal which results in fraudulent corporate practices using the fixed pricing scheme. If internal auditing practices were implemented at ADM may have saved investors and customers millions of dollars. This topic shifts to company responsibilitiesRead MoreSarbanes Oxley Act, An Overview Essay915 Words   |  4 Pagesexplain to you some important changes in the accounting field relating to Sarbanes Oxley Act, also called SOX. In July 2002, The US Congress enacted the Sarbanes Oxley Act, Also known as the Public Company Accounting Reform and Investor Protection Act (in the Senate) and Corporate and Auditing Accountability and Responsibility Act (in the House). Co-authored by U.S. Sen. Paul Sarbanes of Maryland and U.S. Rep. Michael Oxley of Ohio. (Slaughter, 2015). This legislation requires â€Å"help curb financialRead MoreThe Sarbanes Oxley Act ( Sox )969 Words   |  4 Pageschanges in the accounting field Due to my position as your Financial Adviser, it is my duty to explain to you some important changes in the accounting field and the legislation that brought about this change. In 2002 the U.S. Congress passed the Sarbanes-Oxley Act of 2002 (SOX), a legislation put in place not only to improve the accuracy of corporate disclosures, but also to protect shareholders and the general public from accounting errors and fraudulent practices in all organizations. Although these

Circus the Circus Free Essays

Blue Ocean Strategy Institute BOS007 The Evolution of the Circus Industry (A) xOverall winner of the 2009 European Case Clearing House Awards xWinnerofa2006EuropeanCaseClearingHouseAwardinthecategory â€Å"Strategy and General Management† 06/2009-4999 This case was prepared by Matt Williamson, INSEAD MBA 2000, under the supervision of Professors W. Chan Kim, Renee Mauborgne and Ben M. Bensaou, all at INSEAD. We will write a custom essay sample on Circus the Circus or any similar topic only for you Order Now It is intended to be used as a basis for class discussion rather than to illustrate either effective or ineffective handling of an administrative situation. Copyright  © 2002, INSEAD-EAC, Fontainebleau, France. To order copies of INSEAD cases, see details on the back cover. Copies may not be made without permission. This document is authorized for use only by Janis Rozenbergs at Vidzeme University until August 2013. Copying or Blue Ocean Strategy Institute â€Å"If you ask a kid to draw a circus, they draw a tent. † Pam Miller, Big Apple Circus, New York. Indeed, the circus tent is a unique and evocative icon that has featured prominently in circuses for centuries. Relying heavily on a flamboyant entry into town, the big top was their primary tool to attract audiences to the spectacle taking place inside. Nevertheless, while the symbolism of the tent is important in the contemporary interpretation of circus, most early shows, particularly the European precursors of what would be recognized today as circus, took place in theatres and dedicated buildings. The Origins of the Circus The circus was created in 1768 by Philip Astley, an Englishman who set up a ring format for equestrian events, still in use today. Classical circus is considered to consist of four elements, whether inside a tent or a large arena: equestrian acts, clowns, acrobats and jugglers. The word circus originally denoted a competitive arena for horses, with the Roman Circus Maximus the most imposing classical example. 1 The circular space is perfectly suited to a galloping act, and largely unnecessary for any other form. 2 The centrifugal force generated by a horse galloping around a small diameter ring enabled the equestrians in the show to stand on horseback and perform other similar tricks. Juggling, tumbling and trained animal events had been popular through the ages, but by adding a clown to the mix to parody the other events and add some humor, Astley transformed these separate acts into a real show. 3 Astley’s innovation spread quickly throughout Europe and showed up in America in substantially the same form in the summer of 1785. Building on the basic equestrian component, legends such as P. T. Barnum and lesser-known players like W. W. Cole and George Bailey sponsored elaborate acts from trained zebras to trapeze artists. Around the core circus, promoters grafted sideshows such as menageries, human and animal ‘curiosities’, and carnival games to enhance the spectacle of their shows. Barnum, perhaps the most celebrated huckster of modern times, was so successful that many of his efforts have entered the modern lexicon. He marched Jumbo the Elephant across the newly dedicated Brooklyn Bridge and proclaimed General Tom Thumb, a midget from Connecticut, the smallest human ever to have lived. The Development of the Traditional Circus Though an extremely popular form of entertainment during the 19th and 20th century, the circus conjures an image of drifters and dreamers with gaudy clothes, aggressive hawkers and a standard routine of acts. Whereas whole towns had once turned out to see historical revues and the latest mechanical marvels along with other events as the circus passed through town, 1 Personal communication from Fred Dahlinger Jr. , Director, Collections and Research, Circus World Museum, May 9, 2001. Author’s interview with Dominique Jando, Associate Artistic Director, Big Apple Circus, May 8, 2001. 3 John Culhane, The American Circus (New York, USA: Henry Holt and Company, 1990), p. 1. CopTyhriisgdhot c ©um20e0nt2isINaSuEthAoDriz-eEdAfCor use only by Janis Rozenbe1rgs at Vidzeme University until August 2013. 0C6o/2p0yi0n9g-o4r999 ———————– [pic] [pic] [pic] [pic] ———————– posting is an infringement of copyright. Permissions@hbsp. harvard. edu or 617. 783. 7860. How to cite Circus the Circus, Essay examples

General Mills free essay sample

On December 8, 2000, management at General Mills proposed a plan to acquire Pillsbury, a baked-goods producer. Pillsbury is currently controlled by Diageo PLC, one of the world’s leading consumer goods companies. The deal specifies that General Mills is to create and thus issue additional shares of common stock to Diageo in exchange for complete ownership of the Pillsbury subsidiary. If the deal is executed, Diageo will become General Mills’ largest shareholder. The consideration to Diageo would include 141 million shares of the companys common stock and the assumption of $5.142 billion of Pillsbury debt, making the deal worth over $10 billion. In addition, the agreement will contain a contingency payment, as up to $642 million of the total transaction value may be repaid to General Mills at the first anniversary of the closing, depending on its average stock price at that time. In this report, we will calculate and analyze various costs and benefits associated with the transaction to determine whether or not General Mills’ shareholders should vote for the proposed acquisition. If approved, General Mills will become the fifth largest food company in the world 2. OVERVIEW OF GENERAL MILLS, INC. General Mills manufactures and markets branded consumer foods worldwide. It has a strong presence in the United States, as it is the nation’s largest producer of yogurt and the second largest producer of ready-to-eat breakfast cereals. The company owns many product segments that are marketed under high-profile brand names, such as Betty Crocker, Yoplait, Cheerios, and Big G. Each of these businesses in the United States was mature and offered relatively low organic growth. Because of this reason, the firm has pursued numerous expansion opportunities that have successfully positioned General Mills as a market leader. Its expansion efforts have proved successful, as General Mills had annual revenues of about $7. 5 billion in the fiscal-year 2000. Although highly profitable, General Mills is facing increased competition in the food industry, as rivals are consolidating and becoming more difficult to compete against. Therefore, General Mills must be able to recognize and thus act on potentially high-yielding investments that will allow the company to expand despite the slow-growth food industry. Through a program of aggressive share repurchases in the 1990s, General Mills had increased its book value debt-to-equity ratio dramatically compared with its peers. Despite this fact, General Mills still maintains an investment grade bond rating from the rating agencies. 3. OVERVIEW OF DIAGEO PLC AND PILLSBURY COMPANY Diageo is one of the world’s leading consumer goods companies formed in 1997 through the merger of GrandMet and Guinness. Its product portfolio consisted of prominent alcoholic-beverage brands such as JB, Johnnie Walker, Smirnoff, Gordon’s, Tanqueray, and Guinness as well as the Burger King fast food chain and Pillsbury. Pillsbury is a baked goods company that operates under Diageo. Pillsbury is one of America’s best-recognized names in the food industry. Marketing its goods under the popular Dough Boy character, Pillsbury has successfully positioned its brand and has created a longstanding platform for success in the food industry. The company also controls several other high-profile brands, such as Green Giant, Old El Paso, and Progresso. Not too far behind General Mills, in 2000, Pillsbury generated annual revenues of $6. 1 billion. 4. OVERVIEW OF GENERAL MILLS’ ACQUISITION OF PILLSBURY On December 8, 2000, management of General Mills recommended that its shareholders authorize the creation of more shares of common stock in order to acquire Pillsbury. The transaction between Pillsbury and General Mills will involve a stock-for-stock exchange that would pay Diageo over $10 billion; 141 million shares of common stock in addition to the assumption of $5. 142 billion in debt. This debt figure includes Pillsbury’s existing debt of $142 million, along with $5 billion in new borrowings that will be distributed to Diageo in the form of a special dividend before the deal is closed. After the transaction is completed, Diageo will own about 33% of General Mills’ outstanding shares. If approved, the transaction would result in Pillsbury operating as a wholly-owned subsidiary of General Mills. This essentially means that Pillsbury is completely controlled by General Mills, as General Mills would own 100% of Pillsbury’s stock. Diageo is primarily divesting its holding in Pillsbury in exchange for a substantial holding in General Mills. The transaction also includes a rare contingency payment, which specifies that $642 million of the transaction cost will be set aside by Diageo in an escrow account for one year following the closing of the deal. If General Mills’ average stock price is above $42. 55, Diageo is to transfer the $642 million back to General Mills. If General Mills’ average stock price is below $38, Diageo will only pay $450,000. If the stock price is between these two values, the escrow fund will be split on a pro-rated basis. It is important to note that there are two main constraints involved with the transaction. First, General Mills does not want Diageo to own in excess of 33% of its stock. Second, General Mills does not want to lose its investment-grade bond rating. 5. GENERAL MILLS’ STRATEGIC MOTIVES FOR ACQUIRING PILLSBURY Acquiring Pillsbury can provide General Mills with two main potential benefits. The first potential benefit for acquiring Pillsbury is growth. The acquisition of Pillsbury gives General Mills the opportunity to double the size of its empire. If the transaction is approved, General Mills will become the fifth largest food company in the world. By acquire Pillsbury, General Mills would create value for shareholders by providing opportunities for accelerated sales and earnings growth. These opportunities would be exploited through product innovation, channel expansion, international expansion, and productivity gains. In addition to growth, the transaction would also create positive synergies for General Mills through cost savings. General Mills’ management is motivated to close the deal because they believe that the two companies will grow faster together than either would alone. In other words, General Mills hopes to increase the value of the combined enterprise through synergy, which will benefit Diageo as well as the other shareholders of General Mills. The acquisition should accelerate earnings more quickly than if GM remains smaller and continues to focus solely on its core products. If General Mills acquires Pillsbury, it will be able to combine the capital, resources, and technology of both firms, resulting in greater efficiencies and increased capacity for future expansion efforts. The transaction would also result in at least $645 million in pretax savings between fiscal year 2001 and 2003 ($25 million in fiscal 2001, $220 million in 2002, and $400 million in 2003). These savings are the results of supply chain improvements, efficiencies in selling, merchandising, and marketing, as well as the streamlining of administrative activities. 6.   The deal would be economically attractive if the benefit is greater than or equal to the cost of the acquisition. In other word, the deal would be considered economically attractive if: Value of Pillsbury + Synergies + Clawback Stock Paid + Debt Assumed If the benefit is greater than or equal to the cost of the acquisition, value will be created for the shareholders. In other words, General Mills’ shareholders, which will include Diageo, will be benefit from the transaction. 6. 1. VALUATION OF PILLSBURY (WITHOUT SYNERGIES) Pillsbury was valued by both Evercore Partners and Merrill Lynch using three valuation methods: comparable firms (LTM EBITDA and LTM EBIT), comparable transactions (LTM EBITDA and LTM EBIT), and discounted cash flow (With and Without Synergies). Since synergies will be calculated separately in our discussion, it is important to value Pillsbury without synergies first (in other words, we need to find the value of Pillsbury by itself). The values that Evercore Partners and Merrill Lynch came up with are between $8. 4 billion and $13. 21. For our analysis, we will use these numbers as our estimated standalone value for Pillsbury with $8. 4 billon as the low value and $13. 21 as the high value. 6. 2. VALUE OF SYNERGIES (COST SYNERGIES) If the transaction is approved by shareholders, General Mills’ management team believes that the deal would create cost savings of $25 million, $220 million, and $400 million in 2001, 2002, and 2003 respectively. These savings are the results of supply chain improvements, efficiencies in selling, merchandising, and marketing, as well as the streamlining of administrative activities. However, through positive synergies between General Mills and Pillsbury, we believe that the cost savings will last longer than three years. Below is the discounted cash flow valuation of cost synergies given the following assumptions: a. WACC = 9. 3% b. Annual Inflation = 2% c. Free Cash Flow Perpetual Growth Rate = 2. 5% d. Tax Rate = 40% Based on the analysis above, the net present value of cost synergies is about $3. 24 billion. This number is very significant considered the valuation of Pillsbury itself is only worth between $8. 4 billion and $13. 21 billion. Synergies will be an important factor in our consideration when we provide our recommendations later in the report. 6. 3. VALUE OF CLAWBACK As part of the agreement between General Mills and Diageo, a contingent payment clause is included in the transaction. The terms of this payment specify that up to $642 million of the total transaction value may be repaid to General Mills at the first anniversary of the closing, depending on its average stock price for the 20 trading days prior to that date. If General Mills’ average stock price is above $42. 55, Diageo is to transfer the $642 million back to General Mills. If General Mills’ average stock price is below $38, Diageo will only pay $450,000. If the stock price is between these two values, the escrow fund will be split on a pro-rated basis. Exhibit 1 shows the payoff diagram for this contingent payment. With the stock price on the x-axis and the payoff amount on the y-axis, we are able to show the payoff amount (according to the terms in the contingency plan) with respect to the price of General Mills’ stock. As shown in the graph, the payoff is flat at $450,000 when the stock price is in between $0 and $38. However, the payoff begins increasing when the stock price is between $38 and $42. 55. The closer the stock price comes to $42. 55, the higher the payoff amount to General Mills. Once the stock price reaches $42. 55, the payoff is flat again, as General Mills is to receive a fixed amount of $642 million regardless of the price increase after it reaches the point of $42. 55. Some financial professional called this contingent payment â€Å"claw-back† provision because it would reclaim some value for General Mills if its share price rose. This contingent plan serves an important purpose in this transaction. Since General Mills and Diageo had differences in opinions with regards to the value of General Mills’ stock, the contingency payment serves as a â€Å"deal saver†. The entire transaction was about to fall apart over a price disagreement. General Mills didn’t want to pay more than $10 billion, whereas Diageo didn’t want to accept anything less than $10. 5 billion. Therefore, the contingency payment established the â€Å"bridge the gap† in purchase price. In addition, General Mills believes that its stock is undervalued, whereas Diageo believes the stock price will stay the same or decrease within a year. In other words, General Mills thinks the stock is worth more than it is trading for. It serves as an opportunity for General Mills to take advantage of its perception of the strength of its stock. From General Mills’ point of view, the contingent payment is equivalent to a bull spread: a long call with exercise price of $38. 00 and a short call with exercise price of $42. 55. Using Black Scholes option pricing model, the analysis below shows the value for this combined position. From the analysis above, the present value of the contingent payment (Clawback) is between $195. 43 million and $331. 63 million. If the deal is approved by shareholders, Diageo will own 141 million shares of General Mills’ common stock. To determine the value of General Mills’ stock payment to Diageo, it is important to note that General Mills’ board of directors approved the merger in July of 2000 but General Mills’ executives did not ask the shareholders for creation of more shares of its common stock until December of that year. Due to this reason, the average stock price of July and December will be used to calculate the value of General Mills’ stock payment to Diageo. Using the average price of the July stock price ($35.50 per share), the value of General Mills’ stock payment to Diageo is $5. 006 billion (141 million shares x $35. 50/share). Using the average price of the December stock price ($41. 00 per share), the value of General Mills’ stock payment to Diageo is $5. 781 billion (141 million shares x $41/share). 6. 5. VALUE OF DEBT ASSUMED If the deal i s approved by shareholders, General Mills will take on $5. 142 billion in new debt. This debt figure includes Pillsbury’s existing debt of $142 million, along with $5 billion in new borrowings that will be distributed to Diageo in the form of a special dividend before the deal is closed. This is one of the factors that shareholders should consider when making the decision to whether or not to vote for the deal. It is important to note that General Mills already have a higher increase in debt to equity ratio compared with its peers due to aggressive share repurchase back in the 1990s. General Mills may lose its investment grade bond rating if it has too much debt on its balance sheet. Now that we have all the components of costs and benefits for the acquisition, let’s put it all together to see if the acquisition of Pillsbury will be economically attractive to shareholder. In other word, will the acquisition of Pillsbury create value for shareholders? The table below summarizes the costs and benefits of Pillsbury Acquisition. Based on the analysis above, the benefits for both low and high end of the acquisition are higher than the costs of the acquisition. Due to this reason, the acquisition of Pillsbury is economically attractive to both General Mills’ managements and shareholders. 7. RECOMMENDATION FOR GENERAL MILLS’ SHAREHOLDERS Based on the cost and benefit analysis, the acquisition of Pillsbury is a promising investment. Acquiring Pillsbury can help General Mills create synergies through both income / earning growth and cost savings. One key information that all shareholders should keep in mind when making decision is synergies. As shown in the calculation above, synergies account for a large part of the benefit side of the acquisition. If shareholders vote for this deal, they are making a big bet on the creation of synergies between the two companies. If synergies cannot be created between the two companies, no value will be created for the shareholders. Exhibit 1: Payoff Diagram for the Contingent Payment (Clawback) Payoff $38 $42. 55Stock Price