March 29, 2024

DealBook: Del Monte and Barclays Settle Investor Lawsuit for $89.4 Million

Matthew Staver/Bloomberg NewsDel Monte agreed last November to sell itself to Kohlberg Kravis Roberts, Vestar Capital and Centerview Capital for $5 billion.

Del Monte Foods said in a regulatory filing on Thursday that it and Barclays Capital had settled a shareholder lawsuit over the company’s leveraged buyout, paying $89.4 million to resolve claims that the deal was improperly managed.

The settlement, one of the biggest recorded in Delaware’s Court of Chancery, resolves one of the most publicly visible disputes over the financing that accompanies private equity deals.

Known as “stapled financing” within the industry, the practice was increasingly common during the leveraged buyout boom — but led to accusations that banks had conflicts of interests between their private equity clients and the companies they were trying to sell.

Del Monte agreed last November to sell itself to Kohlberg Kravis Roberts, Vestar Capital and Centerview Capital for $5 billion, and the deal closed in March.

But shareholders, led by an Illinois pension fund, accused the company of not running a robust auction process that would have fetched the highest possible price for shareholders.

At the heart of the dispute was Barclays’s role as an adviser to the seller and a provider of financing to potential buyers. Documents unearthed through the litigation showed that Barclays first began shopping Del Monte as an acquisition target to potential buyers, hoping to reap big fees by lending private equity firms money for a deal.

According to the documents, Barclays improperly allowed K.K.R. and Vestar to team up, despite having previously agreed not to.

The plaintiffs drew much of the base for their case from a ruling by Vice Chancellor J. Travis Laster of the Chancery Court, finding that Barclays “materially reduced the prospect of price competition for Del Monte.”

Under the terms of the settlement, Del Monte will pay $65.7 million, while Barclays will pay $23.7 million. Both deny all accusations of wrongdoing.

Stuart Grant, a lawyer for the plaintiffs, said in a statement: “The $89.4 million payment to shareholders, when added to the major changes that have occurred in the investment banking community in response to Vice Chancellor Laster’s injunction obtained earlier in the case, makes this a great result for stockholders, not only those holding shares in Del Monte, but all public equity holders of companies involved in M.A. transactions.”

Kerrie Cohen, a Barclays spokeswoman, said in a statement: “We are pleased that the parties have agreed to settle the litigation to avoid the expense, distraction and uncertainty of litigation. We believe that the sale process leading up to the merger achieved the best price reasonably available for Del Monte stockholders.”

Del Monte and Barclays Settlement With Shareholders

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Strong Sales of Organic Foods Attract Investors

At the Ferme des Beurreries near Feucherolles, west of the capital, Mr. Bignon employs five people overseeing 3,000 chickens on 432 acres. He also produces organic cereals for his own feed and other clients and wheat to sell to a neighboring mill.

Mr. Bignon thinks he could comfortably expand to 12,000, matching the number of chickens on the farm in 1990 before its conversion to organic operations. But he is determined to manage carefully any growth to maintain quality, keep customers satisfied and not crowd out other local farmers. He charges 2 euros ($2.82) for a half dozen eggs — about twice the cost of factory-farmed eggs at a French supermarket.

“The issue for us is retaining that success without falling into the traps of industrialized agriculture,” he said. “There’s risks in organic becoming a mass market.”

Sales of organic foods appear robust across Europe and the United States despite weak economic conditions and rising inflation. The strong sales are attracting more interest and activity from investors, who see potential in mergers through economies of scale, especially in Europe’s more fragmented market.

In December, Compagnie Biodiversité, the French owner of Léa Nature, which supplies organic food, health products, textiles and cosmetics through large retail channels, announced its purchase of a large stake in Ekibio, another French player. That alliance makes it France’s second-biggest organic food specialist, behind Distriborg, which is owned by the Dutch group Royal Wessanen.

Wessanen, which has been divesting assets in North America, is trying to expand in Europe, analysts say.

In Britain, Abel Cole, which operates a home delivery service for organic products and has been owned by a private equity firm since 2007, is seen by analysts as an acquisition target, perhaps for a supermarket chain.

And Hain Celestial, based in Melville, N.Y., which makes organic food, drinks and personal care products, this year bought Danival, a French organic producer, as well as GG UniqueFiber, a Norwegian natural foods company. The investor Carl C. Icahn has been building a stake in Hain.

Many farmers and analysts expect the sector to remain strong in coming years, helped by increased public awareness of environmental and potential health benefits, better organization and production techniques, new demand from emerging markets and those periodic public scares attending events like the recent nuclear plant radiation leaks in Japan.

Another theory is that, as with the luxury industry, the core consumers, typically with high disposable incomes, are less affected by hard times.

“Over all, it’s very surprising how stable the organic markets have been even in this critical economic situation,” said Urs Niggli, director of FiBL, an independent nonprofit research institute focusing on organic agriculture in Switzerland. He predicted sales would accelerate in coming years, assuming economic growth picked up.

Organic Monitor, a market research firm and consultancy based in London, estimates that the global market for organic food and drink products in 2009 was $55 billion, 5 percent more than in 2008 and more than double the level in 2000. Significantly, the financial crisis and recession slowed the rate of growth in some countries, while the trend continued.

In the United States, sales of organic food reached $26.7 billion last year, according to the Organic Trade Association. That was a 7.7 percent increase from 2009, which itself was 5.1 percent higher than 2008. The United States has now overtaken Europe to become the largest market.

European sales grew 3.9 percent in 2009 after double-digit growth in previous years, according to Organic Monitor. In France, a late starter, and in Sweden and Belgium, sales in 2009 expanded more than 15 percent, according to FiBL. British sales contracted in the face of weaker consumer spending and fewer product lines at large stores, while the German market, Europe’s largest, was stable after a period of strong increases.

Logically, the amount of land set aside for organic farming is also increasing. According to FiBL, land for organic use rose to 1.94 percent of all agricultural land in Europe in 2009, from 1.74 percent in 2008 and 1.25 percent in 2003.

According to the Agriculture Department, certified American organic farmland grew 127 percent from 2002 to 2007 and then by 12 percent from 2007 to 2009.

While both Europe and the United States have helped organic farmers, the methods and motivations have been different.

Europeans nurtured the sector because of perceived environmental and social benefits, while the United States supported standards, certification, research and education, treating the sector “primarily as an expanding market opportunity,” according to paper written several years ago by Carolyn Dimitri and Lydia Oberholtzer, experts at the Agriculture Department.

In Europe, subsidies for organic farming are drawn from European Union funds and disbursed to farmers by national governments, as well as in less direct ways, like marketing and procurement programs.

Organic farms receive on average higher subsidies in absolute terms and per hectare (almost 2.5 acres) than conventional farms, according to the Europe’s Farm Accountancy Data Network. In Western Europe generally, the subsidy amounted to 438 euros ($614) a hectare against 355 euros in 2007.

Yet Christian Eichert, managing director in the German state of Baden-Württemberg for Bioland, that country’s largest organic farmers’ association, said Europe lacked a coherent policy toward the sector. Some countries like Spain and Italy focus on exports, while German support is state-driven and often hostage to local political changes, he said.

Recently, there have been some signs that austerity pressures across Europe are eating into state support.

The French government announced at the start of this year that it was halving a tax break for small farmers converting land to organic production. In Germany last year, the state of Schleswig-Holstein sought to remove organic subsidies but backed down after public pressure.

There is a “general uncertainty” surrounding future support, Mr. Eichert said. And forthcoming changes to the Europe’s Common Agricultural Policy after 2013 have led farmers to expect more cuts.

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