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Merger mania

(Friday, Sept. 13, 2002 -- CropChoice news) -- The following information comes courtesy of The AGRIBUSINESS EXAMINER (http://www.ea1.com/CARP). It includes the CropChoice story about Bunge's proposed merger with Cereol, S.A.


    WALL STREET JOURNAL: Kellogg Co. said it is recalling nearly 350,000 boxes of cereal in the U.S. because they may contain ingredients that weren't listed on the labels but can cause life-threatening reactions in people with certain food allergies.

    The food maker said the cereals may contain egg, milk or soybean ingredients. No illnesses have been reported in connection with the problem, it said.

    Kellogg is recalling 327,400 packages of certain lots of 17-ounce Cracklin' Oat Bran cereal distributed at retailers nationwide and 22,176 packages of certain lots of 41-ounce Smart Start cereal sold at Costco and BJ's Club Warehouse stores.

    A company spokeswoman said consumers complained that they found something in their cereal that didn't look like it belonged. An investigation revealed that a "noncereal product" was mixed in with the Cracklin' Oat Bran and another type of cereal made it into the Smart Start boxes, said Christine Ervin, a Kellogg spokeswoman. She wouldn't identify what the "noncereal product" was. "We're making other products in the same plant, and some of the other product got into the cereal," Ms. Ervin said.

    The recall applies only to Cracklin' Oat Bran with a product code of 38000 04530 listing the following 2003 dates: June 19 and July 17 through July 19. The Smart Start products being recalled list a product code of 38000 71550 and a date code of May 9, 2003 KNC. Ms. Ervin wouldn't disclose the anticipated cost of the recall.


    JAMES P. MILLER, CHICAGO TRIBUNE: Federal antitrust authorities approved Friday Archer Daniels Midland Co.'s $396 million acquisition of rival ethanol producer Minnesota Corn Processors Inc. but attached a condition to the controversial agricultural industry combination.

    The giant Decatur-based processor of agricultural commodities formally completed its purchase of Minnesota Corn Processors Friday afternoon, shortly after the antitrust division of the U.S. Department of Justice signed off on the transaction. The combination "will provide additional operational efficiencies and better position ADM" in the ethanol and other corn-related markets, said ADM President Paul B. Mulhollem.

    ADM is the nation's leading producer of ethanol, a gasoline additive derived from corn, which makes fuel burn cleaner. Minnesota Corn Processors, a farmer-owned cooperative based in Marshall, Minnesota, is another leading player in the fast-growing ethanol sector.

    The addition of Minnesota Corn's six percent ethanol market share boosts ADM's market position from an industry-leading 37% to a dominant 43% And the deal makes the Illinois company enviably situated to benefit from provisions of proposed renewable-fuels legislation, under which U.S. ethanol consumption is expected to triple over the coming decade.

    ADM purchased a 30% stake in Minnesota Corn five years ago. In May, the two companies disclosed that they were in talks on a deal that would give ADM 100% ownership. The prospect of the nation's leading ethanol producer further boosting its share alarmed some legislators, who urged the Justice Department's antitrust arm to scrutinize any such deal.

    "Of particular interest," they wrote in a June letter, "is the high level of market concentration within the ethanol industry among a handful of producers." That concentration, they said, "creates a favorable environment for price manipulation."

    ADM officials downplayed the market share issue. "Four or five years ago, ADM's market share in ethanol was as high as 70%," said ADM senior vice president Larry Cunningham Friday. But because the market's growth has attracted so many new players, he said, ADM's share has dropped even though production on a volume basis has continued to climb.

    ADM's ethanol output simply "hasn't grown as fast as the market," he said. Cunningham added that since ADM has no plans to significantly expand its capacity beyond the Minnesota Corn purchase, "our market share is going to drift down even further" in coming years.

    On Friday, the Justice Department issued its determination on the proposed merger. And while most attention has focused on the 140 million gallons of ethanol Minnesota Corn produces each year, the department's focus was elsewhere.

    Minnesota Corn is also a commercial corn miller, and makes high-fructose corn syrup and other corn-derived sweeteners that are used in soft drinks and other foodstuffs. It sells those products through a marketing joint venture with Corn Products International, a Bedford Park processor.

    ADM, as the nation's leading processor of commodity grains, is also a major player in the corn syrup industry --- and one of its marketplace competitors is the Minnesota Corn-Corn Products International joint venture. The Justice Department decided that ADM's acquisition was a threat to competition in the corn-milling sector. The department said that if ADM agrees to dissolve Minnesota Corn's joint venture, it was willing to approve the merger.

    In a standard procedural move, the antitrust team filed a lawsuit in U.S. District Court in Washington, asking the court to block ADM's acquisition. At the same time, the department and ADM filed an agreement under which ADM promises to dissolve the venture by year-end. Assuming the court gives its approval, the issue is resolved.


    NICHOLAS E. HOLLIS, AGRIBUSINESS COUNCIL: The recent merger between ADM and Minnesota Corn Processors LLC --- which further tightens ADM's control of the so-called ethanol sector --- reflects another example of Department of Justice antitrust "oversight asleep at the switch."

    Coming on the eve of an anticipated expansion of ethanol use --- thanks to the energy legislation and Senate Majority leader Thomas Daschle's extra effort --- the consolidation is bad news for smaller farmers and consumers seeking to rein-in ADM's spreading greed within the ag/energy sectors. ADM is also the largest corn processor in the world.

    Less noticed amid all the confusion is the plummelling ADM's only real rival in the ethanol sector --- Williams Companies of Tulsa, Oklahoma --- is receiving partially due to fallout in the natural gas transmission business in the post-Enron era. With Williams edging closer to Chapter 11 with each day of hemorraging, ADM may be circling for an even bigger sweep.

    What DOJ Antitrust does not care to factor is the de facto control ADM exerts across many farm-owned ethanol producing facilities and coops --- as the primary purchaser, financer and distributor of ethanol. Curious coincidence too that earlier ADM pricefixing tapes revealed company officials (since convicted) of utilizing trade associations such as the Corn Refiners Association, as facades to mask their illegal activities.

    With everyone distracted this week watch for the energy/ethanol robbery to expand with a quiet deal which sends the energy legislation forward for presidential signature.


    ROBERT SCHUBERT, CROP CHOICE http://www.cropchoice.com/leadstry.asp?recid=904: When Alberto Weisser, the head of Bunge Limited, addresses a Prudential Securities conference [September 4], he'll no doubt discuss Bunge's intention to buy Cereol, S.A. for more than $800 million, plus its $700 million debt load.

    The purchase of the French corporation will transform Bunge into the world's leading oilseed processor. But that's not a good thing, say critics of the merger. On the contrary, it is more of the anti-competitive behavior that free trade agreements and economic globalization have exacerbated. They point to a recent study by the National Farmers Union of Canada to support their assertions.

    "This is just one more example of the economically dangerous, out-of-control merger mania that is continuing under the agribusiness-driven globalization agenda," says Dan McGuire, director of the Farmer Choice-Customer First program.

    "These mergers eliminate competition and lead to excessive political and economic power. It's bad from a national security point of view because safe American grown food is so important to American consumers and these multinationals import soybeans and other commodities from countries with lesser food safety regulations than the U.S. and will use imports in the future to depress prices paid to U.S. farmers in our domestic market.

    "These mergers further exacerbate an already negative situation wherein the very companies controlling U.S. commodity supplies, processing, futures trading, cash market pricing and shipping are also doing the same thing in the countries that American farmers are supposedly competing with. They seem to have no loyalty to America or American farmers."

    After its founding by Dutchman Johann Peter Bunge in 1818, the company grew into a major international commodities trader by mid-century and later moved to Brazil. In 1999, management relocated the Bunge corporate headquarters in White Plains, New York to "position itself for a new phase of global growth," according to the company website.

    Seven soybean processing operations in the U.S. South and Midwest make Bunge the third largest soybean crusher in the country.

    This deal will expand that capacity. With the purchase of Cereol --- bringing with it ownership of Central Soya Co. and CanAmerica --- Bunge becomes the largest oilseed processor in the world, with 34 million tons of soybean and canola crush, according to a company press release. Central Soya operates six soybean processing plants in Ohio, Indiana and other eastern farm belt states. North of the border, CanAmerica is the largest processor of canola.

    The Cereol buyout gives Bunge control of 25% or more of the U.S. processing capacity. Archer Daniels Midland and Cargill control 26.4% and 21%, respectively. Add up those numbers and it works out to three companies dominating nearly 75% of the market.

    This bid appears to be part of a trend. More than 85,000 corporate marriages (valued at $3.5 trillion) were consummated during the Ronald Reagan- George Bush era (1980-1992), says A.V. Krebs, editor of the AGRIBUSINESS EXAMINER and author of The Corporate Reapers: The Book of Agribusiness. Those numbers increased to 166,310 mergers (valued at $9.8 trillion) between 1992 and 1999. That of course was a time marked by Democrat Bill Clinton's presidency, the North American Free Trade Agreement and the rise of the World Trade Organization.

    Even those who see benefits in or are neutral towards economic globalization detect problems with this and similar mergers.

    "Dominant firms seem to react to the idea of more competition by merging to try to restore their market power. And unless that trend is stopped, no one will benefit from globalization," says University of Wisconsin law professor Peter Carstensen. "This [Bunge deal] is a problem from the soybean producer's perspective because we see that buyer power occurs at a much lower level of market share than on the seller's side. If the [processor] buys 25% of the crop, they have more power to push down the price and competitors have every reason to go along."

    John Hansen, president of the Nebraska Farmers Union, agrees.

    "In the case of tightly held markets, the intelligence networks of major players are so finely tuned that they don't need to meet to collude and conspire to manipulate the market," Hansen says. "They simply need to read the body language of their market partners. So it becomes the dance of the elephants."

    Transnational companies --- they, not farmers, buy and sell grain --- have all the access to the information driving one another's "body language." For outsiders, including regulators, to gain access can be difficult, says Mary Hendrickson, a University of Missouri rural sociology professor specializing in the social, economic and ecological implications of corporate concentration.

    Although the Bunge-Cereol deal is subject to the approval of anti-trust regulators, Hansen points to recent history as he expresses doubt about their ability or willingness to stop it.

    In 1999, the U.S. Justice Department allowed Cargill, the number one U.S. grain supplier, to acquire Continental Grain Co., which was number two. Cargill is big. It's the nation's largest private corporation. With 82,000 employees in more than 60 countries, the company markets, processes, and distributes agricultural, food, financial and industrial products. It's the third largest beef packer, fourth largest pork packer, number three turkey processor and number two owner of animal feed.

    Darrin Qualman, executive secretary of the National Farmers Union in Canada, shares a story similar to Hansen's about government permissiveness of big mergers. In the late 1990s, the Canadian government allowed ICG and Superior, the country's only two propane distributors, to merge, thus "attaining in many regions a near-monopoly status."

    Only a decade ago, nine companies shared the Canadian grain handling market, Qualman says. Four of those were farmer-owned cooperatives. Today, three corporations --- Saskatchewan Wheat Pool, Agricore United (ADM maintains a 19% stake), and Cargill --- control 75% of capacity in the major grain-producing area of western Canada. (It appears that Saskatchewan Wheat Pool may soon be taken over by a U.S.-based transnational, possibly ConAgra). He predicts that three or four transnational grain corporations will soon dominate the North American market.

    Policymakers seem to justify national monopolies as necessary to compete with international conglomerates in a world of economic globalization and standardization.

    "In an Orwellian development, companies that are merging to reduce competition are saying they're doing so to become more competitive," says Qualman, who helped produce the Farmers Union report about the effects of free trade on Canadian farmers.

    Although its agricultural and food exports have increased from C$10.9 billion in 1988 to C$28.2 billion this year, farm income has risen only marginally and farm debt has nearly doubled. All the farmer-owned grain handling cooperatives were bought out or went bankrupt, and the percentage of dairy products that co-ops are processing dropped from 60% in 1988 to 35% this year. The report is available at http://www.nfu.ca.

    Before an alternative business model --- real competition, with more than a few players --- can took root, the government must change its regulatory approach, says Hansen of the Nebraska Farmers Union. Following the European model might be the way to go. In that case, once a certain number of players acquire a certain amount of market share, the government stops further concentration and mandates divestiture. That would mean breaking up Cargill, Bunge and other large transnational companies.

    Once this new regulatory paradigm were in place, he says, farmer owned cooperatives could play a big role in re-energizing rural economies and communities without the threat of a big corporate buyout. But this isn't going to happen with the Bunge-Cereol deal. A Justice Department spokesperson says the anti-trust division "looked into it and the investigation is closed." Bunge representatives would not return calls seeking comment.


    FRANK J. PRIAL, NEW YORK TIMES: E.& J. Gallo, the world's largest wine producer, has agreed to acquire the Louis M. Martini Winery of St. Helena, California, one of the oldest premium wineries in the Napa Valley. Terms of the deal, announced late Monday, were not disclosed.

    The Martini winery produces 120,000 to 150,000 cases of wine a year; Gallo, which is based in Modesto, Calif., produces about six million cases a year.

    Owning Martini will give Gallo a larger presence in the Napa Valley, supplementing the company's already vast holdings in the neighboring Sonoma County. The acquisition is the latest step in Gallo's efforts to change its image from that of a producer of inexpensive blended and fortified wines based in California's Central Valley to a maker of premium varietal wines.

    Carolyn Martini, the president and chief executive of the Napa winery, will retain her title, as will her brother Michael, who is vice president and winemaker. Ms. Martini said the new arrangement would lead to a consolidation of wholesale distributors. "It's just getting incredibly difficult for a small winery to get distribution and to control growing its brand in the market," she said in an interview with The Sacramento Bee.

    Louis M. Martini, Carolyn Martini's grandfather, arrived in San Francisco from Genoa, Italy, in 1899 and worked with his father in the fish business before moving to Livermore, California, to try making wine. In 1922, he formed L.M. Martini Grape Products in Kingsburg, California, to make grape juice, grape concentrate and sacramental wines, all legal during Prohibition. In 1933, on the eve of the repeal of Prohibition, he built his Napa Valley winery in St. Helena, the same year that the brothers Ernest and Julio Gallo started their business in Modesto.

    Louis M. Martini, who died in 1974, was succeeded by his son Louis P. Martini, who died in 1998. His daughter Carolyn joined the business in 1975. The Martinis own about 720 acres of vineyards in Napa and Sonoma counties.

    Robert Gallo, co-president of E.& J. Gallo, said the company "intends to continue the tradition of fine Napa and Sonoma wine-growing and winemaking established by Louis M. Martini and his family."


    PIA SARKAR, SAN FRANCISCO CHRONICLE: When one of Napa Valley's oldest wineries fell into the hands of the world's biggest wine producer, hardly anyone flinched, as industry experts pointed to a larger trend in the making.

    E&J Gallo finalized its deal to buy the Louis M. Martini Winery in St. Helena on Monday. Neither company would disclose the purchase price, but Carolyn Martini, president and chief executive officer of the winery and a granddaughter of founder Louis M. Martini, described how her company got squeezed out of the market because of the shrinking number of distributors that midsize wineries can now do business with.

    Rich Cartiere, publisher of Wine Market Report in Calistoga, said it is a trend that should come as no big surprise. "Everyone thought it was going to happen eventually, and now it's here, finally," Cartiere said.

    Twenty-five years ago, there were around 45 distributors. Now they're down to a handful. The numbers of supermarket chains that carry the different brands of wine has also dwindled.

    Cartiere said that retailers want to deal with as few distributors as possible while still stocking a broad range of labels on their shelves. This has forced distributors to consolidate while trying to preserve their selection of wines.

    "That's a bottleneck in the system," said Vic Motto, a St. Helena wine industry consultant. "You have thousands of brands trying to reach thousands of stores --- by a handful of distributors."

    In the end, the large wineries that offer lower prices survive alongside specialized smaller wineries that can afford to charge higher prices because customers are willing to pay for the uniqueness of their product. Left in the cold are the midsize wineries, which have to fight to distinguish themselves.

    "It's been difficult the last two years," said Mark Cave, general manager of Edna Valley Vineyards in San Luis Obispo, who spends much time on the road meeting with distributors to ensure that his product stays on store shelves. Cave said it is crucial for wineries, especially midsize ones, to keep their names out there for distributors to see. "If you're not letting them know what's happening at the winery, you tend to get lost in the shuffle," he said.

    One way that Edna Valley Vineyards has been able to keep up with its larger competitors is by joining the Chalone Wine Group in Napa, which handles marketing and sales for 13 independent wineries. Cave said this gives his winery the advantages of the marketing budget of a big company.

    Tom Selfridge, president of Chalone Wine Group, said all this consolidation among distributors only creates new demand. Areas such as brand building that are neglected because distributors have gotten too big might very well lead to the creation of small distributors all over again. "This is a free enterprise economy, and when there's a vacuum, there's a rush to fill it," he said.


    LISA BOSE McDERMOTT, TEXARKANA GAZETTE: Court filings are flying between Pilgrim's Pride growers and the company in the dispute over how growers are treated. Pilgrim's Pride chicken farmers upset with the company's practices struck back at the nation's No. 2 poultry company by filing a national class action lawsuit in July in federal court in Texarkana, Texas.

    Cody Wheeler, Don Davis and Davey Williams, three Lufkin,Texas-area chicken farmers, sued the Pittsburg, Texas-based poultry company on behalf of the company's 3,000 to 4,000 growers nationwide.

    Pilgrim's believes that the lawsuit --- if it is to be tried --- should take place in Lufkin, where the named plaintiffs live. It has asked U.S. District Judge David Folsom to move the lawsuit from Texarkana to Lufkin. The farmers complain that Pilgrim's Pride's way of doing business is "manipulative, coercive, fraudulent, overreaching, deceptive and unfair." They argue the company forces them to modernize and controls all aspects of the growing process which also dictates how much growers are paid.

    The company owns the hatcheries, feed mills, processing plants and distribution centers. The company also owns the birds, feed and medicine distributed to the farmers. In return, the farmers provide the land, buildings, equipment, utilities and labor involved in growing chickens.

    Under what is described as the "vertical integration arrangement" farmers put up half of the capital costs but have no say in the terms of the arrangement of the growing of the birds. This is typical of the chicken industry but the Pilgrim's Pride growers think it's wrong and contend their lawsuit will end this practice.

    Pilgrim's Pride argues that the lawsuit-which it argues is an attempt for the growers to overtake the company-is without merit. They want the lawsuit dropped. Growers deny this. "This action is an attempt to force Pilgrim's to obey the law, not wrest control.

    "Wresting control is padding out $10,000 checks to Senators as Bo Pilgrim did on the floor of the Texas Senate in an attempt to gain control of the Texas legislature. Wresting control is being the man to donate more money to then Gov. Bush than any other person on Earth so Pilgrim can influence Texas agriculture policies," the growers argue in recently filed court documents.


    ASSOCIATED PRESS: Tyson Foods Inc. lowered its earnings projections for the fourth quarter and for fiscal 2002 [September 4], blaming a restructuring of its swine operations and a marketing change. Its shares fell.

    The company, the world's largest processor of beef, chicken and pork, said fourth-quarter earnings should be in the range of 13 cents to 15 cents per share and that fiscal 2002 earnings should be in the range of 97 cents to 99 cents per share. On July 30, Tyson had projected fourth-quarter earnings in the range of 24 cents to 28 cents per share and fiscal 2002 earnings in the range of $1.08 to $1.12 per share.

    Analysts surveyed by Thomson First Call expected Tyson would earn 26 cents a share in the fourth quarter and $1.05 a share for the year. In trading Wednesday, Tyson shares fell 1.8 percent, or 22 cents a share, to close at $12.19 on the New York Stock Exchange. Tyson's earnings report is expected November 11.

    The company said its fourth-quarter projections changed because of a planned charge of $20 million to $30 million before taxes to restructure its swine operations and the $27 million cost of conversion from its Thomas E. Wilson brand name.

    Tyson is awaiting the outcome of a U.S. Department of Agriculture probe into the company's decision to reduce its live swine production. The move would end Tyson contracts with 132 hog farmers in Arkansas and eastern Oklahoma, and the producers are also eager to learn the result of the federal inquiry. Tyson plans to shed 200 jobs.

    A USDA team from the Grain Inspection, Packer and Stockyard Administration division visited the Tyson headquarters in Springdale on August 22 and 23. Nicholson said results of the investigation have not yet been released.

    Tyson Foods last month that it will drop the Thomas E. Wilson brand of meat it acquired after taking on meatpacker IBP Inc. and will replace the brand name with its name on some beef and pork product lines. Tyson said it will temporarily offer unbranded meat to stores wishing to use their own label. Tyson last year acquired IBP Inc. of Dakota Dunes, South Dakota, for $3.2 billion in stock.


    SUNNI THIBODEAU, TEXARKANA GAZETTE: No one can deny Tyson Foods Inc. is a giant in corporate America. It is the No. 2 food production company in the US, earning more than $10 billion in annual sales, and ranks No. 488 on the Global 500. With operations in 18 states and 15 countries and exports to 73 countries worldwide, whatever move the company make is high profile.

    Lawsuits dog the company, from workers' grievances to the bitter quarrel between rival ConAgra over trade secrets. Tyson won a $25 million settlement, lost it and then lost it again in a series of court and Federal Trade Commission findings.

    The loss is hardly a glitch in the company portrait. Company stock is on a roller coaster, with a 52-week high of $15.71 earned last June and a low of $8.10 in September 2001. Now, stock prices are edging up as the company looks to cut back its swine operations.

    The stock market knew before hog producers knew, a move that Tyson Foods Corporate Public Relations Manager Ed Nicholson said was necessary because the decision was material to earnings. "We didn't wait around when the decision was made," he said. "We had to tell the stock market before the grower."

    The cutbacks won't cause so much as a hiccup in the overall company operations. But for those who placed their trust in the company and hoped to make a living growing swine, the move is devastating. Although company statements about the restructuring state most farms are diversified and many are paid for, the farmers are telling a different story. Many farmers claim the swine operations as their primary source of income.

    Some are widows, some are young married couples and some are simply couples who have sunk their life savings into expensive and now-useless buildings, lured by a promise from a company they say they trusted. Hog producers report feeling "stupid" for investing years of their lives and hundreds of thousands of dollars into an operation that may have paid for itself, but left them with nothing else to show for their time or investment.

    Many will lose their farms. Many will leave the area to start new lives elsewhere. And all are still responsible for the lagoons and holding ponds installed at the farmer's expense to raise Tyson hogs. But the producers are ready for battle. Scores of lawyers have descended on the quiet area, briefcases in hand, ready to take the action into the courtrooms. And although the company met immediately with growers one-on-one to make offers concerning existing contracts, they are now hand-delivering a second option to eligible growers. No word on what those secondary offers contained was available at presstime.