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Amazon Threatened To Kill Its Whole Foods Deal if the Grocer Started a Bidding War (recode.net)

An anonymous reader shares a report: Amazon has long had a reputation as a hard-ball negotiator. It turns out its negotiations with Whole Foods leading up to its $13.7 billion acquisition agreement were no different, according to an SEC filing outlining a timeline of the talks between the two companies. On May 23, Amazon made a written offer to acquire Whole Foods for $41 a share, less than a month after the first meeting between senior executives of the companies, the filing said. Whole Foods came back with a counterproposal of $45 a share, which got Amazon to increase its offer to $42. But Amazon's bankers from Goldman Sachs then "stressed several times" that the increase to $42 represented Amazon's "best and final offer." Amazon's bankers "also made it clear again ... that Amazon.com would disengage from its efforts to acquire the company and pursue other alternatives and initiatives if the $42.00 per share price were not accepted," the filing said, "and that Amazon.com expected that the company would not approach other potential bidders while the company was negotiating with Amazon.com." Amazon also threatened it would walk away if the talks leaked to the press, which they did not. Translation: $42 or nada.

82 of 173 comments (clear)

  1. Only works if you've got all the leverage by Spy+Handler · · Score: 1

    It's a buyer's market. Amazon could've bought any one of the big grocery chains and the news would've crushed the stocks of all the ones he didn't buy.

    1. Re:Only works if you've got all the leverage by Rockoon · · Score: 2

      Not sure that this is true. Whole Foods was/is ostensibly in a different market than most grocery chains are.

      Whole Foods is all about the brand. While this is a recipe for profit, its also fragile as hell. Deep pockets like Amazon could destroy the business by targeting the brand.

      So I think Whole Foods simply chose the win-win option instead of the option where they definitely get hurt.

      --
      "His name was James Damore."
    2. Re:Only works if you've got all the leverage by Anonymous Coward · · Score: 2, Funny

      Or CNN...

    3. Re:Only works if you've got all the leverage by swb · · Score: 1

      I don't even know if it's about the brand as much as it is about the demographic and the locations.

    4. Re:Only works if you've got all the leverage by HornWumpus · · Score: 1

      What did Amazon want out of Whole Foods?

      The chump list. Duh.

      Whole food's customers are stupid money. Everybody likes stupid money.

      If you have an entry in Whole Foods database, expect Amazon to raise your prices, you obviously _like_ to overpay.

      --
      John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
    5. Re:Only works if you've got all the leverage by Anonymous Coward · · Score: 1

      Something has indeed happened to CNN's brand lately.

    6. Re:Only works if you've got all the leverage by Mr+D+from+63 · · Score: 1

      But the question is, what did Amazon want out of Whole Foods?

      I haven't been studying this one much, but my sense is the most compelling thing about Whole Foods would be its size and footprint. While many grocery chains have stores in as many marketable locations as they can, WF has been more selective by necessity, they have about 450 stores in total, big enough to be important, but not so big as to make fundamental change harder or riskier. I'm sure there are a wealth of other reasons, but I bet size was a big factor.

    7. Re: Only works if you've got all the leverage by dougdonovan · · Score: 1

      its just good business.

    8. Re:Only works if you've got all the leverage by Anonymous Coward · · Score: 3, Insightful

      Entirely self inflicted, and good riddance.

    9. Re:Only works if you've got all the leverage by Captain+Splendid · · Score: 1

      Guido would never go as high as $42/share.

      --
      Linux, you magnificent bastard, I read the fucking manual!
    10. Re:Only works if you've got all the leverage by zerocool512 · · Score: 1

      I agree, CNN has gotten way better in these last few months.

      --
      If techs didn't disagree with each other, then Microsoft would rule the world.
    11. Re:Only works if you've got all the leverage by knightghost · · Score: 2

      Same with FOX the last 8 years.

      Problem is that "news" is no longer interested in facts.

    12. Re:Only works if you've got all the leverage by HornWumpus · · Score: 1

      Great illustration: How much is a list of people like the parent (smug chumps) worth? A fucking fortune, maybe not $14 billion though.

      --
      John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
    13. Re: Only works if you've got all the leverage by guruevi · · Score: 1

      Don't go to the closest grocery store then. The closest to me is my local butcher and fishmonger and I can get quality at very low prices. I think I have a Whole Foods near me but nobody I know has ever gone out of their way to go there, I don't even know anyone that's ever been there. It's kind of like Costco for hippies.

      We do have the worlds highest rated grocery chain in our area though, even Trader Joe can't get a hold in our market.

      --
      Custom electronics and digital signage for your business: www.evcircuits.com
    14. Re:Only works if you've got all the leverage by omnichad · · Score: 1

      Only works if you're commenting on the right article.

    15. Re:Only works if you've got all the leverage by Proudrooster · · Score: 1

      Amazon crushed my Kroger stock by 20% ..... still not happy about that. :(

    16. Re:Only works if you've got all the leverage by AvitarX · · Score: 1

      Amazon wants profitable warehousing and distribution for a wider Prime Fresh Footprint.

      they may even be able to make whole foods more profitable.

      --
      Wow, sent an e-mail as suggested when clicking on "use classic" banner, and got a fast response that addressed my msg
    17. Re:Only works if you've got all the leverage by lucm · · Score: 5, Insightful

      It's been willing to challenge the big bully on the block.

      You mean: they've been willing to show everyone that they're basically a mouthpiece for the Democrats. If you want to hear biased things you already agree with, that's a good channel for you. Enjoy. But it's not news.

      --
      lucm, indeed.
    18. Re: Only works if you've got all the leverage by nwf · · Score: 1

      That sounds like one of those marketplace sellers from china. Read who is selling it. I wish they had an option to hide all marketplace items and sellers.

      --
      I don't know, but it works for me.
    19. Re:Only works if you've got all the leverage by TechyImmigrant · · Score: 1

      >When Guido shows up saying, "It'd be a real shame if something happened to that brand o' yours."

      Wouldn't Guido be making threats about your use of braces for defining scope?

      --
      I should use this sig to advertise my book ISBN-13 : 978-1501515132.
    20. Re:Only works if you've got all the leverage by Hognoxious · · Score: 1

      I really like how about 90% of CNN's coverage is anti-Trump.

      So they're flattering him?

      --
      Confucius say, "Find worm in apple - bad. Find half a worm - worse."
    21. Re: Only works if you've got all the leverage by HornWumpus · · Score: 1

      Pretty sure that's a bot.

      --
      John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
    22. Re:Only works if you've got all the leverage by Aighearach · · Score: 1

      Every big retailer already buys credit card purchase info, you don't buy a company to get their customer list when their customers pay with credit cards.

      I wonder why people pretend to care about this stuff on slashdot even when they obviously don't actually learn any details of how it works. I mean, if you cared, you'd have to know this just from the privacy-related headlines that come up over the years. A person would have to know they don't actually care and didn't pay attention, wouldn't they? Do you?

    23. Re: Only works if you've got all the leverage by jedidiah · · Score: 1

      I simply dispute the original claim. It's the kind of mindless snobbery that whole foods feeds on.

      Although the term "hamburger" specifically means something and that something is a bit shady really. It's not the sort of term i would expect any informed consumer (foodie or otherwise) to use.

      If you really care, you would grab a slab of something and run it through your the sausage grinder attachment on your overpriced stand mixer.

      For some things, that's the only option really.

      --
      A Pirate and a Puritan look the same on a balance sheet.
    24. Re:Only works if you've got all the leverage by sysrammer · · Score: 1

      Yeah, whatever, fuck that. Go to Faux for your own echo chamber. The "news doesn't have to be factual" network.

      We can all play this game.

      But it's not news.

      --
      His ignorance covered the whole earth like a blanket, and there was hardly a hole in it anywhere. - Mark Twain
    25. Re:Only works if you've got all the leverage by kaatochacha · · Score: 1

      Amazon doesn't want Whole Foods. They want their network of refrigerated storage and distribution for Amazon Grocery. Oh, sure, they'll keep calling it Whole foods, but what they really want is the ability to try to kill supermarkets.

      Bezos really is Lex Luthor.

    26. Re:Only works if you've got all the leverage by Rockoon · · Score: 1

      No, you can't play this game because the people you are talking to didnt say anything about Fox.

      You are defending CNN on the basis that its only doing what FOX does. Everybody let that sink in.

      This guy apparently likes what FOX does, tho of course he wont admit it.

      Stop being retarded.

      --
      "His name was James Damore."
  2. Hard ball negotiator - he he he by xxxJonBoyxxx · · Score: 1, Informative

    The stock was trading on the open market around $35/share and Amazon spent 20% over retail ($42/share). Seems like Whole Foods "won" the negotiations to me.

    1. Re:Hard ball negotiator - he he he by Anonymous Coward · · Score: 1

      acquirers always pay a "control" premium for a variety of reasons.

    2. Re:Hard ball negotiator - he he he by Anonymous Coward · · Score: 2, Informative

      Just because some shares trade for $35 doesn't mean all shares do.

      Once all the shares offered at $35 are bought up the price goes up. Once all the shares at $36 etc. At some point counter parties might notice and begin front running orders. Some parties holding shares may decide not to sell. A board approved $42 price means everyone's shares get converted to a pile of cash.

    3. Re:Hard ball negotiator - he he he by Mr+D+from+63 · · Score: 2

      The stock was trading on the open market around $35/share and Amazon spent 20% over retail ($42/share). Seems like Whole Foods "won" the negotiations to me.

      That's about normal for this type of buyout. Imagine how the shares would have spiked had word gotten out about an Amazon buyout. Hence Amazon's silence dictum.

    4. Re:Hard ball negotiator - he he he by nnet · · Score: 1

      "they they they"

    5. Re:Hard ball negotiator - he he he by AvitarX · · Score: 1

      The market price is the lowest price a current holder is willing to accept.

      A buy out is the amount the shareholder that wants the most is willing to accept.

      Of course it's higher.

      --
      Wow, sent an e-mail as suggested when clicking on "use classic" banner, and got a fast response that addressed my msg
    6. Re:Hard ball negotiator - he he he by alex67500 · · Score: 1

      But they have to disclose it with the SEC as soon as they reach a threshold (5 or 10%, can't remember), including their further intentions. So the shares would have spiked as soon as word got out anyway.

    7. Re:Hard ball negotiator - he he he by Aighearach · · Score: 1

      Often there are different classes of stock, and it is not even possible to get 51% control through the open market, even if you bought everything that was put up for sale. Some group of people are sitting on enough higher-quality shares to keep control.

  3. Those dastards! by Anonymous Coward · · Score: 1

    What kind of world do we live in where such tactics are permitted. Thank you to whatever click-seeking phony outrage merchant exposed this horrendous state of affairs!

    1. Re:Those dastards! by Bodhammer · · Score: 1

      "I'm shocked, shocked to find that gambling is going on in here!"

      --
      "I say we take off, nuke the site from orbit. It's the only way to be sure."
    2. Re: Those dastards! by Nidi62 · · Score: 1

      Here are your winnings sir

      --
      The only thing necessary for evil to triumph is for it to be pitted against a slightly greater evil
  4. Put up, or shut up. by MangoCats · · Score: 1

    If Whole Foods had a bonafide better offer, they would have taken it.

    Not too many players out there with $14B+ to spend on a 20% premium over market price.

    Whipping the whole thing up in the press would have created a temporary spike in the share price, probably higher than $42 per share, but it would have been short lived, and people with $14B+ to invest know this.

    1. Re:Put up, or shut up. by mark-t · · Score: 1

      Not necessarily... they *could* have been collecting bids from multiple sources and then given all parties a chance to increase their based on the highest offer so far, doing only one round of that before accepting the highest bid.

      Not that I think that's what actually happened in this case, however. I think Whole Foods' counteroffer comes solely from the knowledge that Amazon has deep pockets, and they are being, to put it bluntly, greedy. I expect if Amazon seriously thought there was seriously another offer on the table, they probably would not have threatened to walk away if the offer of $42 is not accepted.

  5. Amazon,"final offer" means you're not negotiating by Babel-17 · · Score: 1

    'Amazon's bankers from Goldman Sachs then "stressed several times" that the increase to $42 represented Amazon's "best and final offer."' "Amazon.com expected that the company would not approach other potential bidders while the company was negotiating with Amazon.com." Though I suppose that leaves a lot of details that still need to be settled. Or maybe not, the article doesn't say. Maybe Amazon means "while an offer is on the table".

  6. AMAZON FOR PRESIDENT IN 2020! by Anonymous Coward · · Score: 1

    That worked once! A guy that loses money, to a company that loses money! Who says a company can't be president! Who!

  7. Still better than how they treat their employees by Anonymous Coward · · Score: 1

    I mean, it's not like Amazon lobbied the government to bring in dozens of other grocery chains from overseas.

  8. Really? by sunking2 · · Score: 5, Interesting

    The fact that this is somehow a story that made it to Slashdot goes to show how clueless its readers must be to the workings of the real world. This is nothing unusual. In fact its pretty common practice. Entering into talks is a contract of sorts where both agree to the terms. And those terms seldom weigh in favor of the person who needs to be bought, and make no mistake, Whole Foods was in desperate need of being bought.

    1. Re:Really? by Obfuscant · · Score: 1

      This is nothing unusual.

      Well, to be fair, Amazon will have to find a REALLY big frame to put Whole Foods in, and it will take a lot of space on the wall. They'll also have to find just the right person to buy it and it will take a while... the best they could do is $42. Now, if there was some letter or documentation for the provenance it would be worth millions.

    2. Re:Really? by HornWumpus · · Score: 2

      They're just having a long extended cry. It will do them good.

      --
      John McAfee 'It was like that time I hired that Bangkok prostitute; to do my taxes, while I fucked my accountant'
    3. Re:Really? by nnet · · Score: 1

      neither of these is mutually exclusive...

    4. Re:Really? by bill_mcgonigle · · Score: 1

      Hey, there are plenty of IT weenies here who could learn a thing or two about salary and hours negotiation. Don't overestimate this crowd's business acumen - they often work 30+ hours a week overtime for free.

      --
      My God, it's Full of Source!
      OUTSIDE_IP=$(dig +short my.ip @outsideip.net)
  9. So what? by Anonymous Coward · · Score: 1

    What is the 'issue'? That is, why is this newsworthy? Because it involves Amazon? and/or Whole [paycheck] Foods?
    Kudos to WholeFoods directors for trying to get the best price possible. Breakup fees/penalties are typical in acquisitions.
    Again. WHY is this newsworthy (I claim it is not)

  10. Re:Wait for it.... by thebullshitpatrol · · Score: 1

    I think it's too early to say for certain, but I think at the very least a situation will arise from this deal. It is likely that it will either be good or bad for the consumer.

  11. Ha ha by no-body · · Score: 1

    if you don't give me the red marble you have right away, I will destroy your sand castle you just built in our sand box....

    Kids at play - still....

  12. Re:Wait for it.... by Rockoon · · Score: 1

    Are you sure it isnt that something good or bad will happen to the consumer, and that it will be a situation when it happens?

    --
    "His name was James Damore."
  13. good by supernova87a · · Score: 1

    Good for Amazon. If Whole Foods had their way, the deal probably would've had to be signed on artisinal gluten-free organic paper, and management would have to have mustaches and commit to a new wholesome fruit-based lifestyle. I for one, welcome our new ruthless corporate overlords.

  14. Re:Why is this news? by slew · · Score: 1

    Any company can play hardball. Whole Foods could have walked away if they wanted. (but they would have been a fool)

    Kind of like when Yahoo walked away from that Microsoft bid, right? Isn't that news either way?

  15. Why is this by ghoul · · Score: 3, Insightful

    News for Nerds?

    --
    **Life is too short to be serious**
    1. Re:Why is this by OhPlz · · Score: 2

      They broke nothing. Whole Foods could solicit other offers if they wanted, just as Amazon could rescind their offer if they did so. Free speech isn't the same as free everything. Whole Foods chose to accept those terms, they didn't have to.

    2. Re:Why is this by Anonymous Coward · · Score: 2, Informative

      Are you one of those nuts who thinks free speech means no one can ever stop anyone from speaking? The US constitution bars CONGRESS from making any law abridging free speech. Amazon is free to enter into a negotiation with Whole Foods, and make a stipulation that the deal will be called off if at any point Whole Foods speaks of the deal publicly. Not a single constitutional issue with regards to free speech.

    3. Re:Why is this by Patent+Lover · · Score: 1

      You must be new here.

    4. Re:Why is this by Kohath · · Score: 1

      Because Slashdot thinks nerds are dumb, timid, and prone to kneejerk emotional reactions involving lots of clicks and comments. And that assumption has proven correct on many occasions.

      But Trump didn't make any troll-worthy news today and no Silicon Valley douchebags wrote harassment apologies, so this was the best they could do.

    5. Re:Why is this by dbrueck · · Score: 1

      LOL. The best case scenario here is that you are trolling.

    6. Re:Why is this by ghoul · · Score: 1

      Look at my id no....

      --
      **Life is too short to be serious**
  16. Re:Wait for it.... by sexconker · · Score: 1

    There is a very unstable situation on the ground that is unfolding very quickly.

  17. Alternate story title for this "news" by raftpeople · · Score: 5, Insightful

    Amazon and Whole Foods engaged in a normal negotiation process..

    1. Re: Alternate story title for this "news" by nwf · · Score: 1

      That's what I was thinking. Must be a slow news day. While Foods needed a buyer more than Amazon needed to buy. Case closed.

      --
      I don't know, but it works for me.
  18. This is obvious by BradleyUffner · · Score: 1

    If I tell you that my absolute final offer is $42, then of course I'm going to walk away from the deal if you don't agree to it. What part of "Final Offer" isn't clear?

    1. Re:This is obvious by omnichad · · Score: 1

      Attempting to continue negotiating on price would void the $42 offer. This is not necessarily always the case.

  19. Ok. by Dishevel · · Score: 1

    What is the story here?

    --
    Why is it so hard to only have politicians for a few years, then have them go away?
  20. Re:A bully is a bully by dfsmith · · Score: 5, Funny

    Bully: Is that a $35 set of headphones you're wearing?
    Victim: Yes... [quiver]
    Bully: I'll give you $42 for them, or you can just walk away without telling anyone! [Grrr!]
    Victim: Erm, okay.

  21. Re:A bully is a bully by ishmaelflood · · Score: 3, Insightful

    The lack of response to this gem of a post is revealing. The confected outrage in TFA is ridiculous.

  22. Sounds like shareholder lawsuit time by slickwillie · · Score: 1

    It was Whole Foods' obligation to get the highest price they could. Unless they have proof that they at least did some sort of timely analysis the management could be liable.

    1. Re:Sounds like shareholder lawsuit time by tsotha · · Score: 1

      All they have to show is they believed, at the time, this is the best price they could get. That could be minutes of a meeting.

  23. You keep using that term.... "bidding war" by Dutchmaan · · Score: 1

    A bidding war you say.. doesn't a bidding war usually involve more than one bidder? Now I may be mistaken as I haven't followed this very closely, and I am assuming that Amazon is the only player here. So under that assumption, Amazon is basically saying.. "if you try to negotiate, we'll walk"? or in layman's terms... take it or leave it, but that's just common business practice.

  24. Mr. Wonderful ... by CaptainDork · · Score: 1

    ... on Shark Tank.

    --
    It little behooves the best of us to comment on the rest of us.
  25. Re:A bully is a bully by Anonymous Coward · · Score: 1

    Here's the problem with that, asshole. The bully and victim in your example did not enter into a negotiation where the victim asked for a higher dollar figure first and the bully just said "No or I'll walk away". Shorter version - you're pulling shit out of your ass.

  26. Anonymous investment banker here ... by Anonymous Coward · · Score: 1

    That's absolutely standard in an exclusive, bilateral deal. They're called no-shop / no-talk provisions.

  27. No kidding by drinkypoo · · Score: 1

    I am usually pretty supportive of articles, and often argue with the "why is this posted on slashdot" crowd but this is truly non-news. There must be something else dramatically more worthy of the front page. This garbage is taking up space we could have used to discuss the new news on the antikythera device

    --
    "You're right," Fisheye says. "I should have set it on 'whip' or 'chop.'"
  28. Is it news that Amazon knows how to negotiate? by biggaijin · · Score: 1

    It sounds as though Amazon knows what it's doing in negotiations. Why is this surprising or even interesting? They negotiated from strength and got the deal they wanted. Whole Foods got paid and won't go bankrupt. It's a win for both sides.

  29. I don't get it by tsotha · · Score: 1

    This all seems very normal.

  30. Re:A bully is a bully by sysrammer · · Score: 1

    Thank you for my 1st Laugh Of The Day(tm).

    --
    His ignorance covered the whole earth like a blanket, and there was hardly a hole in it anywhere. - Mark Twain
  31. Re:A bully is a bully by sysrammer · · Score: 1

    That's the best you got?

    Do you start your day with a bowl of cornflakes and outrage?

    --
    His ignorance covered the whole earth like a blanket, and there was hardly a hole in it anywhere. - Mark Twain
  32. Re:A bully is a bully by sysrammer · · Score: 1

    Ah, but the evilgreedycapitaluses were trying to get $60 for a pair of headphones that was worth $35.

    Oh wait. I've lost track. Which evil corporation are we supposed to be rooting against here? Or maybe it's the system. Yeah, that's it.

    Ah well, it's just another lazy saturday afternoon, passing time on a website where noone gives a damn about TFA, just letting my line drop where it may, waving with the currents until the flow brings another troll within reach.

    --
    His ignorance covered the whole earth like a blanket, and there was hardly a hole in it anywhere. - Mark Twain
  33. try again by lucm · · Score: 1

    I don't think a lot of people outside of Fox News employees would say that Fox News is not as biased as CNN. It sure helped that they got rid of some of the nutcases but it's still obviously a conservative media. Overall I find them less smug than liberals but that doesn't mean they're being more neutral.

    There isn't really unbiased news out there anymore. Even third-party providers like Facebook are rigging the game. We're not much better informed than the citizens of North Korea, except at least we get to choose between two flavors of lies.

    --
    lucm, indeed.