Ben and Jerry Analysis

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Ben and Jerry’s Homemade |

Case # 3 |

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09/07/2011 |

Dear Shareholder,

I, Henry Morgan, active member of the Ben & Jerry's Homemade, Inc. board of directors, recommend that Perry Odak, Chief Executive Officer, issue a counterproposal to Meadowbrook Lane Capital to sell all outstanding shares of the company in a tender offer for the amount of $45.00 per share. Per the company charter, any action involving a merger or tender offer must first be authorized by the Class A Preferred Shareholders.

Background

In early January of 2000, Ben & Jerry’s board of directors began evaluating merger and acquisition offers. According to recent external analysis, competitive pressure and declining financial performance were the primary catalysts behind these offers. Typically, when presented with an M&A decision, a company’s leadership, will review offers largely from a financial valuation standpoint, and then decide how best to move forward. As a member of the board of directors for Ben & Jerry’s, however, M&A decisions are a bit more complicated. A large part of Ben & Jerry’s success is due to the company’s commitment to social initiatives. However, as of late, some argue that shareholder value is squandered as a result of an overemphasis on altruistic activities. Therefore, when considering offers, the directors are compelled to balance these financial concerns with the core principles upon which the company was founded.

Meadowbrook Lane Capital

The shareholders should approve the issuance of an acquisition counterproposal, because Meadowbrook Lane Capital (MLC) has demonstrated they understand the unique culture that has been the main driver of Ben & Jerry's success. For example, MLC's offer will "allow B&J to operate as an independent company controlled under the Meadowbrook umbrella." It is well known that Ben & Jerry’s success is rooted in its founder's and employee's courage to do...