美国食品行业：以通用磨坊（GIS）与卡夫亨氏（KHC）的合并为例探讨行业未来

F25E10.06.18.310.110.123 May 202536.53/26.015,802.8231,12750,0886M(17.3)(3.3)(14.1)08/2405/255000550060006500 U.S. FoodKraft Heinz Co/TheRatingMarket-PerformPrice TargetKHCAdjusted EPSKHC (USD)Source: Bloomberg, Bernstein estimates and analysis.Kraft Heinz’s board announced earlier this week that it is exploring strategic transactions aswell changes in board composition with the departure of two board members from BerkshireHathaway (see our initial thoughts here: Kraft Heinz: Which way for the Wienermobile? Boardevaluating strategic options & board membership falls).The company is not commenting on how broad these options might be.It couldbe simply looking for other disposals of troubled brands like Oscar Mayer. But the word’strategic’ seems broader than that. As such, we wonder whether Kraft Heinz may try to findanother food company to merge with, in order to drive significant cost synergies over the nextfew years to manage through this period of turbulence. Please note that neither company hascommented publicly about any such deal.In this report, we examine two scenarios for a stock-only, non-cash transactionwhereby Kraft Heinz merges with another company, with General Mills playing ourhypothetical ‘buyer’. We estimate that, if KHC shareholders were offered a 0% premium toexchange their shares for a merged GIS/KHC combined company, the base case scenariowould offer EPS accretion to GIS shareholders of $0.77 or 17.3% per GIS share beforeconsidering potential cost synergies. If a joint company could realize cost synergies of7% on top of this over 3 years, EPS accretion would increase to $1.97 or 44.1%. If KHCshareholders were offered a 15% premium to sweeten the deal, EPS accretion per GIS sharewould fall to $0.39 (9.8%) before considering potential cost synergies (7% in cost synergiesincreases EPS accretion to $1.51 or 28.2%).Investment ImplicationsWe rate KHC Market-Perform with a price target of $29 based on 8.8x our 12 - 24 monthEBITDA estimate of $6,133m. We rate GIS Market-Perform with a price target of $62 basedon 11.3x our 12 - 24 month EBITDA estimate of $4,178m.See the Disclosure Appendix of this report for required disclosures, analyst certifications and otherimportant information. Alternatively, visit our Global Research Disclosure Website.First Published: 27 May 2025 04:00 UTC Completion Date: 23 May 2025 22:59 UTC F24AF25E3.062.63 F26E2.61FinancialsF24AF25EF26ECAGREBITDA (M)6,4176,0226,076(2.7)%EBIT (M)5,3604,9454,890(4.5)%Gross Margin (%)34.734.334.3--Operating Margin (%)20.719.719.4--Close DateSPXFYEDiv YieldEV (USD) (M)PerformanceAbsolute (%)SPX (%)Relative (%)$38$36$34$32$30$28$2605/24 DETAILSTHE CURRENT STATE OF KRAFT HEINZKraft Heinz’s board announced earlier this week that its board is exploring strategic transactions as well changes inboard composition with the departure of two board members from Berkshire Hathaway(see our initial thoughts here:Kraft Heinz: Which way for the Wienermobile? Board evaluating strategic options & board membership falls). The companyis not commenting on how broad these options might be, and so, at minimum, this could include looking at opportunities todispose of some more of its troubled brands (Oscar Mayer has come up twice in media reports over the past year, although thecompany has not commented formally on this). It could also include more strategic moves, perhaps including spinning or sellingoff its legacy Heinz business, that has grown its top line at double the rate of the legacy Kraft business over the past decade,although this would leave a very lackluster U.S.-centric portfolio which would still face many industry pressures.At the same time, we believe that industry pressures will remain tough over the next few yearsas GLP-1 use ramps up,and as MAHA regulatory efforts drive companies to eliminate unwanted additives across the food system. But at some point,probably only a few years down the road, GLP-1 drug uptake will reach steady state and companies may have cleaned up theiringredients and portfolios sufficiently to woo consumer trust back. At this point, we could return to a solid long term growthalgorithm much like the one the industry used to enjoy 20 years ago, where consumers are willing to pay for convenient foods,but this time without all the negative health and wellness externalities of yesteryear.As such, we wonder whether Kraft Heinz may try to find another food company to merge with, in order to drive significant costsynergies over the next few years to manage through this period of turbulence.CONSIDERATIONS AROUND M&A ACTIVITYTo put this into context, we do not think it likely that General Mills shareholders would be jumping at the idea ofmerging with a troubled portfolio like Kraft Heinz, but hear me out.I’ve been covering the U.S. food space for almost20 years and I have never before seen such a bevy of headwinds facing the industry. Between the rise of GLP-1 drugs, theMake America Healthy Again agenda from RFK Jr. likely to add