A successful transaction does not begin with signing an agreement. It begins with strategy.
In the mergers and acquisitions market, much is said about headline-grabbing deal values, valuations and EBITDA multiples. Far less attention is paid to what truly determines the success of a transaction: strategy, thorough preparation and disciplined execution.
The acquisition of JOYFOOD by Makarony Polskie Group is an example of a transaction aligned with a long-term strategy of building shareholder value through both organic growth and acquisitions.
STAGGE INTERNATIONAL had the pleasure of acting as Strategic Advisor to the Management Board of Makarony Polskie S.A. throughout the preparation and execution of the transaction.
Why JOYFOOD?
Every successful acquisition should answer one fundamental question:
Will the target company enable the buyer to become a better business five years from now than it would have been without the transaction?
In the case of JOYFOOD, the answer was a clear yes.
JOYFOOD produces ready meals and products within the rapidly growing health food and superfoods segments. For Makarony Polskie Group, the acquisition created an opportunity to expand its presence in higher-value-added products and enter categories that have ranked among the fastest-growing segments of the food market in recent years.
The objective was not merely to increase the scale of operations.
It was to transform the structure of the business.
Strategic Rationale for the Transaction
From a corporate finance perspective, the transaction achieved several key strategic objectives simultaneously.
1. Product Portfolio Diversification
The pasta market remains stable, but its growth potential is limited.
The ready meals, convenience food and functional food segments are developing much faster, driven by changing consumer preferences.
The acquisition enables the Group to participate in this growth without having to spend years building new capabilities from scratch.
2. Expansion of the Ready Meals Platform
A key element of the Group’s strategy is the development of its convenience food segment.
JOYFOOD brings experience, expertise, technologies and commercial relationships that can support the continued development of the Group’s entire ready meals platform.
3. Sales Synergies
Revenue synergies are among the most important benefits of any well-designed transaction.
Combining sales channels, leveraging shared relationships with retail chains and expanding the product portfolio increase the growth potential of the entire Group.
Cross-selling and the ability to offer a broader portfolio to a single customer are among the most valuable economic outcomes of such transactions.
4. Cost Synergies
Operational benefits are equally important.
The most significant include:
- optimising raw material procurement,
- leveraging economies of scale,
- integrating logistics,
- consolidating procurement processes,
- improving production capacity utilisation,
- centralising selected administrative functions.
In the years following an acquisition, cost synergies often determine the actual increase in EBITDA.
Why Did the Process Take Several Months?
Market observers are often surprised that several months may pass between the initial negotiations and the completion of a transaction.
In reality, this is entirely normal.
In the case of JOYFOOD, the successive stages included:
- developing the acquisition strategy,
- negotiations between the parties,
- due diligence,
- preparing the transaction documentation,
- signing a conditional share purchase agreement,
- notifying the President of the Polish Office of Competition and Consumer Protection (UOKiK) of the proposed concentration,
- obtaining regulatory approval,
- completing the acquisition.
The company kept the market regularly informed about each stage of the process through current reports—from the disclosure of negotiations and notification of the concentration, through obtaining the approval of the President of UOKiK, to the final closing of the transaction.
What Is an Investor Really Buying?
One of the most common misconceptions is that the buyer is purchasing a factory.
In reality, the buyer is acquiring much more.
It is acquiring:
- a brand,
- customers,
- capabilities,
- people,
- know-how,
- commercial relationships,
- technologies,
- future growth potential.
A company’s greatest value is very often not reflected on its balance sheet.
The Role of a Strategic Advisor
A professional M&A transaction is a project encompassing financial, legal, tax, organisational and strategic considerations.
The advisor’s role is not merely to bring the parties to the point of signing the documents.
The advisor’s role is to create the conditions in which, after closing, the value of the combined business exceeds the sum of the two companies’ standalone values before the acquisition.
This is why the process includes market analysis, identifying potential synergies, developing a negotiation strategy, coordinating the many participants involved and supporting the Management Board in making the most important decisions.
In the acquisition of JOYFOOD by Makarony Polskie Group, STAGGE INTERNATIONAL acted as Strategic Advisor to the Management Board, providing strategic and transactional support throughout the process.
What Comes Next?
Completing the acquisition does not mark the end of the value-creation process.
It is only the beginning of the integration phase.
The greatest economic benefits usually emerge over the following years, as the previously identified operational, commercial and organisational synergies are realised.
For Makarony Polskie Group, the acquisition of JOYFOOD represents another step towards building a modern food group driven by a deliberate growth strategy combining organic development with acquisitions.
About STAGGE INTERNATIONAL
STAGGE INTERNATIONAL advises business owners, investment funds and corporate groups on mergers and acquisitions, corporate finance and strategic projects.
Our objective is not merely to close transactions.
Our objective is to build lasting enterprise value.
Because the best transactions do not end when the agreement is signed.
That is when they begin to create a shared and valuable future.