Kraft, the American food company, is poised to initiate a hostile takeover bid for Cadbury today at or slightly above the offer it made in September, which valued the British confectioner at roughly 10 billion pounds (16.59 billion dollars), according to a person familiar with the deal.
People familiar with the matter said Kraft planned to take its offer directly to Cadbury shareholders on Monday, when it faces a deadline from the U.K. Takeover Panel to either make a formal offer or back off for six months. It is unclear whether Kraft plans to maintain the cash-and-shares offer that Cadbury rejected in September or raise it modestly. The offer, which was valued at 745 pence (12.38 dollars) a share at the time, has fallen to 720 pence a share with a decline in the value of Kraft stock.
Last night Kraft was finalising plans to go directly to shareholders of Cadbury before the UK Takeover Panel’s “put up or shut up” deadline expires at 5 p.m. The Cadbury board will meet today to discuss its response to Kraft’s offer. The chocolate maker is expected to rebuff any low-ball offer immediately. It has the support of some key shareholders, who do not want it to engage with Kraft without an offer of 850 pence a share or more.
Roger Carr, Cadbury’s chairman, is expected to say that Kraft’s poor third-quarter results, reported last week, indicate that the American company has become a “no-growth conglomerate” and that there would be no value in joining forces with it. He is likely to note that Kraft has failed to meet analysts’ projections in four of the past five quarters.
The American foodmaker, which makes Oreo cookies and owns several British brands, including Terry’s Chocolate Orange, originally offered a cash-and-shares deal that valued Cadbury at 745p a share. Cadbury rebuffed the offer, characterising it as “unappealing”. A fall in Kraft’s share price since then has seen the value of that offer fall back to about 720 pence, as counter-bidders have failed to emerge. Cadbury shares closed at 758 pence on Friday.
For its new offer, Kraft is expected to “stay where it is” or to “slightly increase” its offer, a person with knowledge of the deal said. Kraft and Cadbury have been locked in talks with the British company’s shareholders over the past few weeks to establish their views on a deal.
Although some have suggested that a bid of as much as 850 pence might be necessary to motivate the Cadbury board, a bid that high seemed unlikely, the person said, particularly because an expected bidding war had failed to materialise. “Why bid against yourself?” he said.
Anne Gudefin, a fund manager with Franklin Resources, whose Mutual Global Discovery Fund is one of Cadbury’s biggest investors, said that she “had an idea” of a bid price for Cadbury that would be acceptable.
“We’ll just wait until we have something on the table. If it comes and if we feel that it’s going to be appropriate, we will comment on it,” she said.
Irene Rosenfeld, the chief executive of Kraft, is said to be determined to acquire Cadbury, but not at any price. Last week she said that she would stay “disciplined” on Cadbury and not risk her company’s dividend. She said: “With or without Cadbury, Kraft Foods is well-positioned.”
If the companies combine, it would create an enterprise that generated at least 50 billion dollars (30 billion pounds) in revenue. Kraft, the sector leader in the United States, is second worldwide to Nestlé and has a strong presence in Europe, with brands such as Milka and Toblerone. Cadbury dominates Britain and Australia with brands such as Crunchie and Flake.
Kraft claims to have identified about 625 million dollars of cost savings if its bid succeeds. Bankers say that it plans to borrow about 9 billion dollars from nine lenders, led by Citigroup and Deutsche Bank, to finance a bid.
Cadbury recently reported better-than-expected quarterly results, which may bolster the argument of Mr. Carr and Cadbury Chief Executive Todd Stitzer that the company is worth more on a stand-alone basis. However, the decision on whether to sell the company may largely rest with hedge-fund investors who have piled into Cadbury shares during the past two months. Such investors tend to have a shorter investment horizon and may be willing to sell out for a quick and relatively small profit.
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