Conagra may be biting off more than it can chew. A 25 percent premium to the company's market price on April 19, the last trading day before Jana disclosed its stake, would mean it has to stump up some $8 billion for Pinnacle. Finding $210 million in synergies - what it would take to justify the premium, after cost-savings have been taxed and capitalized on a multiple of 10 - is already fairly aggressive. That's roughly two-thirds of Pinnacle's marketing, selling, and administrative costs last year.
Conagra might be able to take a whack at those after buying Pinnacle but the company would have to drum up some $75 million more to glean a return that bests its target's weighted average cost of capital, and that doesn't yet start giving investors the type of return they need to take the risk of executing a deal. Conagra may be overconfident in its abilities too. Pinnacle's EBITDA margin is expected to be 23 percent next year, according to Eikon, higher than Conagra's 19 percent, suggesting that it may be hard for the latter to make the former more efficient. In the end, a deal could leave Conagra bloated.