Diageo plc History
London W1M 9AG
Telephone: (0171) 927-5200
Fax: (0171) 927-4600
Sales:£12.87 billion (1997)
Stock Exchanges: London
Ticker Symbol: DEO
SICs: 2024 Ice Cream & Frozen Desserts; 2033 Canned Fruits, Vegetables, Preserves, Jams & Jellies; 2037 Frozen Fruits, Fruit Juices & Vegetables; 2045 Prepared Flour Mixes & Doughs; 2051 Bread & Bakery Products, Except Cookies & Crackers; 2082 Malt Beverages; 2084 Wines, Brandy & Brandy Spirits; 2085 Distilled & Blended Liquors; 2099 Food Preparations, Not Elsewhere Classified; 5812 Eating Places
Every day, all around the world, millions of people enjoy our products. We have an outstanding portfolio of world-famous food and drinks brands which we market in more than 200 countries around the world. They include Smirnoff, Johnnie Walker, J&B, Gordon's, Guinness, Pillsbury, Häèn-Dazs, and Burger King. We manage our brands through four world class businesses which share a common purpose--creating value for shareholders through consumer enjoyment.
Diageo plc is a world leader in branded food and drinks. The company was formed from the December 1997 merger of liquor and beer giant Guinness PLC and alcohol and food power Grand Metropolitan plc. Diageo (pronounced dee-AH-zhay-oh) consists of four main businesses. United Distillers & Vintners (UDV) is the world's leading spirits and wines company with such brands as Smirnoff vodka, Johnnie Walker and J&B whiskey, Gordon's and Gilbey's gin, and Baileys liqueurs--in all, a full quarter of the top 60 international liquor brands. Pillsbury is a global food giant boasting four megabrands: Pillsbury dough, baking, and baked products; Häèn-Dazs ice cream and frozen yogurt; Green Giant vegetables; and Old El Paso mexican food products. Guinness is one of the largest brewers in the world. Led by the flagship Guinness brand--the world's number one stout beer--the brewer's other brands include Harp lager, Kilkenny Irish Beer, and Kaliber alcohol-free lager. Diageo's fourth business is Burger King, the second largest hamburger chain in the world (after McDonald's). Among the company's smaller operations is Guinness Publishing, which puts out the renowned Guinness Book of Records. Diageo also holds a 34 percent stake in the Moët Hennessy champagne and cognac division of LVMH Moët Hennessy Louis Vuitton S.A., a French luxury-goods and drinks giant. In turn, LVMH owns 11 percent of Diageo.
Early History of Guinness PLC
Diageo's history begins with the formation of the Guinness empire. In 1759 Arthur Guinness, an experienced brewer, leased an old brewery at James Gate in Dublin. Besides renting the brewery Guinness signed an unusual 9,000-year lease for a mill, storehouse, stable, house, and two malthouses. As it turned out, in just four years significant quantities of ale and table beer were emerging from the new workplace.
Soon after the brewery was in full operation, Arthur Guinness began to establish a reputation in both business and civic affairs. The company secured an active trade with pubs in towns surrounding Dublin and also became one of the largest employers in the city. As a vocal participant in public life, Guinness supported such diverse issues as penal reform, parliamentary reform, and the discouragement of dueling. Furthermore, although a Protestant, he strongly supported the claims of the Irish Catholic majority for equality.
The business nearly came to an abrupt end in 1775 when a dispute over water rights erupted into a heated exchange between Guinness and the mayor's emissaries. The argument centered around the City Corporation's decision to fill in the channel that provided the brewery with water. When the sheriff's men appeared at James Gate, Guinness grabbed a pickaxe from a workman and with a good deal of "improper language" ordered them to leave. For fear of escalating violence, the parties to the dispute finally settled by means of a tenant agreement.
In 1761 Arthur Guinness married Olivia Whitmore; of the 21 children born to them only 10 survived. Since the eldest son became a clergyman, the thriving company was passed on to the second son, Arthur, after the founder's death in 1803. Like his father, Arthur soon became active in both civic and political affairs. He served in the Farming Society of Ireland, the Dublin Society, the Meath Hospital, and the Dublin Chamber of Commerce. Most importantly, as an elected director in the Bank of Ireland, he played a significant role in settling currency issues. In politics, Arthur adhered to his father's beliefs by advocating the claims of the religious majority.
From the very beginning of his career, it appears that Arthur's main concern was not so much in managing the company as in pursuing his banking interests. Nonetheless, brewery records indicate that from the end of the Napoleonic Wars to the end of the Great Famine in 1850, the company's production output increased by 50 percent. For this reason, Arthur is often credited with making the Guinness fortune.
A great deal of that success, of course, can be attributed to Arthur Guinness's decision to shift most of the firm's trade from Ireland to England. Yet the growth of Guinness was a result not only of management's business acumen and the firm's financial strength but also of the myths surrounding the beverage: from its earliest days Guinness stout--a dark and creamy brew--was considered a nutritional beverage and promoter of virility. Although the company was once accused of mashing Protestant Bibles and Methodist hymn books into the brew in order to force ingestion of anti-Papal doctrine, Britain's leading medical journal during the mid-19th century claimed the drink was "one of the best cordials not included in the pharmacopeia." This notion formed the basis of the company's advertisement campaign of 1929, which suggested that drinking Guinness could lead to the development of "strong muscles," "enriched blood," and the alleviation of "exhausted nerves." Somewhat surprisingly, this tradition continued in Britain into the late 20th century, when the national health insurance system was underwriting the purchase of Guinness for nursing mothers.
When Arthur died in 1855, his son, Benjamin Lee, assumed control of the company. Fifty-seven at the time, he had already worked for nearly 30 years at the brewery. During his tenure as head of the firm, the James Gate facility became the preeminent porter brewery in the world. Following the tradition of his family, he was also intimately involved in civic affairs. He was awarded a baronetcy in 1867 for his contributions to the restoration of St. Patrick's Cathedral and other services. He died a year later.
Although in his will Benjamin Lee Guinness divided the responsibility for running the firm equally between his two sons, Edward Cecil and Arthur Edward, Edward soon emerged as the more astute of the two. The younger of the brothers, he was said to be an energetic yet excitable man. His decisions were controversial and, apparently, overwhelming: after eight years Arthur decided to leave the brewing business, and the partnership between brothers was dissolved.
In the tradition of his family, Edward became a leading figure in both civic affairs and in English social life. After his marriage to his cousin Adelaide, he seems to have "arrived," and the young couple circulated freely in elite circles. Among the many dignitaries entertained at their opulent 23,000-acre estate in Suffolk was King Edward VII.
Edward Guinness's wealth, prestige, influence, and philanthropic work eventually earned him the title of Lord Iveagh. He drew heavily from the family fortune to contribute to worthy causes; he established the Iveagh Trust to provide basic necessities for 950 indigent families and donated money for the continuing restoration of St. Patricks' Cathedral. He was, as well, recognized as an enlightened employer, ahead of his time in providing pension plans, health services, and housing for his employees.
Guinness Became Public Company in 1886
In 1886 Guinness became a public company (under the name Guinness PLC), its shares traded on the London exchange (Dublin, at that time lacked its own exchange). The company raised six million pounds on its shares, and embarked on an ambitious period of expansion in Ireland, England, and abroad. Guinness's unique brewing process ensured that the quality of the product would not be impaired by long voyages to foreign markets. By the 1920s Guinness had reached the shores of East and West Africa and the Caribbean.
In 1927 leadership of the company passed to the next generation. The second Lord Iveagh is recognized primarily for his role in creating a modern brewery at Park Royal in London, built to service the company's growing business in southeast England. The facility became operational in 1936, and it is there that Guinness Extra and Draught Guinness were first brewed for the British market. By 1974 production at this plant exceeded that at James Gate by 100 percent.
Construction of the Park Royal facility was completed under the supervision of a civil engineer named Hugh E. C. Beaver. He formed a close association with managing director C. J. Newbold yet turned down Newbold's invitation to join the Guinness board of directors. After World War II Lord Iveagh personally asked Beaver to join the company as assistant managing director--and this time Beaver accepted. When Newbold died in the late 1940s, Beaver assumed the position of managing director. He is credited with modernizing the company's operations, introducing new management and research policies, increasing exports, and diversifying the company's product base. On his initiative the company was officially divided into Guinness Ireland and Guinness U.K. (control of both concerns remained with a central board of directors).
Harp and Guinness Book of Records Introduced in the 1950s
Beaver was also a strong advocate of generating new ideas through brainstorming sessions. One now-famous product to emerge from these meetings was Harp lager. When Britons began taking their holidays abroad during the 1950s, they returned home with a new taste for chilled lager. Beaver sensed this changing preference, and during one intensive company meeting, executives decided that Guinness should become the first local firm to market its own lager. Named for the harp on Guinness's traditional label, Harp lager soon became the most successful product in the growing British lager market.
Beaver is also recognized as the founder of the extraordinarily successful publication Guinness Book of Records. Initially created as something of a lark, the book was such a success throughout the world, that it became a company tradition. By the late 1980s the Guinness Book of Records was selling some five million copies in 13 different languages.
Guinness Diversified Widely in the 1960s and 1970s
Beaver, now Sir Hugh, retired in 1960, but throughout the next decade Guinness continued to expand--notably abroad, in countries with warm climates. Consistent with this strategy, the company constructed new breweries in Nigeria and Malaysia--then a second and third brewery in Nigeria as well as breweries in Cameroon, Ghana, and Jamaica. Guinness also developed a new product during this period, Irish Ale, which was exported to France and Britain. To offset the declining market for stout, the company began to diversify into pharmaceuticals, confectionery, and plastics, as well as other beverages.
Although both sales and earnings per share had doubled between 1965 and 1971, Guinness entered the 1970s confronting a number of problems. Compared to those of its competitors, the company's shares sold at modest prices, largely because Guinness operated outside the tiedhouse system (the five largest brewers owned and operated most of the country's 100,000 pubs), and investors felt the other breweries had the advantage for growth. The London financial community reasoned that Guinness was at a disadvantage because the company had to absorb the added costs of retailing.
There were also problems at the James Gate brewery. The Park Royal facility continued to outproduce the older Dublin site, and the company and its employees' union reached an agreement whereby the James Gate workforce would be reduced by nearly one half. This solution temporarily solved the problem of decreasing profits at the James Gate facility and allowed operations to continue at the highly esteemed landmark facility. By 1976, however, the cost-cutting plan was seen to have achieved less than had been expected.
Diversification efforts during this period were also less than stellar; the company had gone on a purchasing spree in which 270 companies, producing a wide variety of products from baby bibs to car polish, had been acquired, and many of these companies were operating at a deficit.
Even in the base brewing business, Guinness had its share of troubles. The company's witty advertisements appealed to the middle class but ignored the working class that provided the bulk of Guinness's customers. A new product, designed to combine the tastes of stout and ale, was a £3 million mistake. The Guinness share price continued to decline.
Saunders Era Brought Scandal to Guinness, 1980-87
To remedy the company's problems, Guinness executives called in the first non-family professional manager to take over leadership of the company. The sixth Lord Iveagh, as well as numerous Guinness relations, remained on the board, but Ernest Saunders, a former executive at J. Walter Thompson and Nestlé, stepped in as chief executive in 1980.
Saunders saw his first task as reducing the company's disparate holdings. He sold 160 companies, retaining only some retail businesses. He then reduced the workforce and brought in a new management team to develop and market the company's products in addition to investing in increased and more eclectic advertising. He also made canny acquisitions in specialty foods, publishing, and retailing (including the 7-Eleven convenience stores). Brewing, according to Saunders, would in the future comprise only half of Guinness's total volume. Financial analysts, and the City of London in general, were pleased with Saunders's efforts. The Guinness share price began noticeably to climb.
By mid-1985 Saunders seemed to have conquered. During his tenure the company's profits had tripled, and its share price increased fourfold. He had accomplished a dazzling takeover of Distillers Company, gaining such liquor brands as Gordon's and Tanqueray gin and Johnnie Walker whiskey. That Guinness could--and would--pay £2.5 billion (US$4.6 billion) for a company twice its size surprised many industry analysts, yet Saunders's wish to create a multinational company on the scale of Nestlé seemed to justify the expense. There were rumors that Saunders might be honored with a knighthood.
Within a matter of months, however, there were other kinds of rumors in the City--rumors concerning Saunders's methods in pursuing the Distillers acquisition. In order to make the takeover possible, Saunders with two of his fellow directors, allegedly had orchestrated an international scheme to provoke the sale of Guinness shares and thereby raise their value. Outside investors were indemnified in various ways against any losses incurred in purchasing huge numbers of Guinness shares. Bank Leu in Switzerland purchased Guinness shares with the understanding that the company would eventually buy them back. In return, Guinness deposited $75 million (in a non-interest-earning account) with the bank. The bank's chairman happened to be Saunders's ex-boss at Nestlé and a Guinness board member. Ivan F. Boesky, the American arbitrageur who later admitted to insider trading in numerous deals, was cited as the primary source of information about the Distillers takeover. It was believed that Boesky himself played a large role in the takeover; Guinness made a $100 million investment in a limited partnership run by Boesky only one month after Boesky had made significant purchases of Guinness shares. Further investigation revealed that Boesky was seemingly only one of many international investors who bought Guinness shares in an effort to increase their value. The company's auditors discovered some $38 million worth of invoices for "services" rendered by various international investors during the takeover.
In December 1986 the British Trade and Industry Department instigated an investigation of Guinness. In January 1987 the Guinness board of directors asked for Saunders's resignation, and subsequently, in March, brought legal action against Saunders and one of his fellow directors, John Ward. In May the British government brought charges of fraud against Saunders: the claim was that Saunders knowingly destroyed evidence during the Trade and Industry Department investigation. Throughout these events, Saunders continued to deny all charges brought against him. In 1990, however, he was convicted of fraud and sentenced to two years in jail. Nine months into his incarceration he was released on the basis of a medical report claiming that he might be in the early stages of Alzheimer's disease. Subsequently, he twice tried and failed to have his conviction overturned on appeal. In December 1996 the European Court of Human Rights ruled that Saunders's rights had been violated during his trial, but it did not clear his name.
Guinness Focused on Brewing and Distilling in the Late 1980s and 1990s
Meanwhile, the survival of Guinness as an independent company was in peril. The company's share price tumbled as a result of the continuing scandal. To prevent any further decline, Anthony Tennant, Guinness's new chief executive, refocused the company on two core areas--brewing and distilling--jettisoning the bulk of the businesses outside these areas (a notable exception to all of the company's various purges of the later 20th century was the Guinness Book of Records). Tennant--along with Tony Greener, managing director of distilling operations--overhauled the unit, which was eventually renamed United Distillers, getting rid of numerous marginal brands and centralizing operations that had been organized into numerous separate companies. Distillers was also bolstered by the September 1987, US$555 million acquisition of Schenley Industries Inc., which held the U.S. rights to Dewar's and Gordon's gin. Guinness further tightened its grip on the all-important distribution side of the liquor business through joint ventures, most notably a 1987 agreement with LVMH Moët Hennessy Louis Vuitton S.A., a French drinks and luxury-goods manufacturer. By 1989 each company had gained a 24 percent stake in the other, although Guinness's holding in LVMH was indirect.
In 1990 Guinness's brewing unit was beefed up through the acquisition of La Cruz Del Campo, the largest brewer in Spain, for £518 million. Two years later, Greener succeeded the retiring Tennant as chief executive. The company's alliance with LVMH was restructured in 1994 so that Guinness held a direct 34 percent stake in LVMH's Moët Hennessy champagne and cognac division, while LVMH's stake in Guinness was reduced to 20 percent (and by 1997 to about 14 percent). The following year Guinness sold 37 U.S. domestic liquor brands and two production facilities to Barton Inc., a division of Canandaigua Wine Company, for £111 million (US$171 million), as part of an effort to concentrate on premium high-priced brands. Back on the brewing side, the early to mid-1990s saw Guinness build its flagship brand by helping investors around the world open up Irish-style pubs. The company did not own any of these houses, but encouraging their establishment helped to create a growing market for the quintessentially Irish Guinness stout.
In July 1996 Guinness denied that it was planning a takeover of Grand Metropolitan or considering divesting its brewing unit. Less than a year later, however, the two companies announced the merger that in late 1997 would create Diageo plc. In 1996, Guinness posted revenue of £4.73 billion and record profits before tax and exceptionals of £975 million.
Grand Metropolitan Was Focused on Food and Drinks by the Mid-1990s
Much like Guinness, Grand Metropolitan (GrandMet) had diversified widely in the 1970s and 1980s, before settling on a portfolio of food and beverage brands by the late 1980s. The company's roots extended to the early 1930s with founder Maxwell Joseph's investments in real estate. GrandMet eventually developed into a powerful European hotel firm; however, the last of the company's hotels were sold in the late 1980s. In the 1970s branded food businesses, restaurants and pubs, breweries, and distilling operations were acquired. The breweries were divested in 1991, while the restaurants and pubs were sold off piecemeal from 1989 to 1995. Other peripheral businesses acquired along the way included the U.S.-based Pearl Vision chain of optical shops, which were sold to Cole National Corp. in November 1996.
Under the leadership of Allen Sheppard, who became chief executive in 1987, and his eventual successor George J. Bull, GrandMet made three significant acquisitions of U.S.-based firms from 1987 through 1995. The brands and businesses gained thereby formed the very heart of the company that merged with Guinness. In 1987 GrandMet bolstered its liquor unit--International Distillers & Vintners--by acquiring Heublein Inc. from RJR Nabisco for £800 million (US$1.3 billion), gaining such brands as Smirnoff vodka, Arrow liqueurs, and Harvey's Bristol Cream sherry in the process. Two years later, GrandMet completed a £3.2 billion (US$5.68 billion) hostile takeover of Pillsbury Company, which featured the Pillsbury baked goods brand, the Green Giant vegetables brand, the Häèn-Dazs ice cream brand, and the Burger King hamburger chain, which Pillsbury had acquired in 1967. GrandMet in 1995 paid £1.8 billion (US$2.6 billion) for Pet, Inc., which produced most notably the line of Old El Paso Mexican-food products, as well as Progresso soups.
By early 1997--when Bull was serving as chairman and John McGrath as chief executive--GrandMet had narrowed its packaged-food focus to four core international brands: Pillsbury, Green Giant, Häèn-Dazs, and Old El Paso. The company had by that time completed the sale of its various European-branded food businesses. For fiscal 1996, Grand Metropolitan posted revenues of £8.73 billion and profits before tax and exceptionals of £965 million.
Diageo Formed in December 1997
In May 1997 Guinness and Grand Metropolitan announced that they would merge to form a new company, tentatively called GMG Brands. Seven months later the £12 billion (US$19 billion) merger--the largest in U.K. history to that point--had been finalized, but not before a five-month battle with LVMH had ended peacefully. LVMH agreed to drop its opposition to the merger in return for receipt of £250 million upon the merger's consummation; the merged entity would retain Guinness's 34 percent stake in LVMH's Moët Hennessy champagne and cognac division, while LVMH would hold about 11 percent of the new company. Guinness and GrandMet also had to agree to divest the Dewar's Scotch whiskey and Bombay gin brands in order to gain approval from U.S. and European regulators. In late March 1998, the merged company, now named Diageo plc, announced an agreement to sell these brands to Bermuda-based Bacardi Ltd. for £1.15 billion (US$1.94 billion) in cash. The name "Diageo" had been derived from the Latin "dia" (day) and the Greek "geo" (world). The company explained that the name was supposed to convey that "every day, all around the world, millions of people enjoy our brands."
Diageo was centered on brands. At its founding, the company had four main businesses: United Distillers & Vintners (UDV), Pillsbury, Guinness, and Burger King. UDV (which generated about 45 percent of overall revenue) was a combination of the numerous leading liquor brands of Guinness's United Distillers unit and GrandMet's International Distillers & Vintners unit; UDV became the world's number one distiller upon its formation. Pillsbury (29 percent) retained GrandMet's four packaged-food megabrands: Pillsbury, Green Giant, Häèn-Dazs, and Old El Paso. Guinness (18 percent) included such stellar brewing brands as Guinness, Harp, Kilkenny, Cruzcampo of Spain, Red Stripe, and Kaliber. Burger King (eight percent) trailed only McDonald's among the world's hamburger chains. Bull and Greener were named cochairmen of Diageo, while McGrath became Diageo's first chief executive. Prospects for Diageo appeared bright, although almost immediately upon its creation the company faced the impact of the financial crisis in Asia, where about 12 percent of the company's gross profits were generated.
Principal Operating Units: United Distillers & Vintners; Pillsbury; Guinness; Burger King.
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Source: International Directory of Company Histories, Vol. 24. St. James Press, 1999.comments powered by Disqus