Cadbury snubs Kraft's $US16.7bn bid

Published: 1:27AM Tuesday September 08, 2009 Source: Reuters

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Kraft Foods says it is determined to pursue Britain's Cadbury, which soared in value after it snubbed a $US16.7 billion ($NZ24 billion) bid from the American group, reinforcing hopes of a broader-based pick-up in merger activity.
   
Analysts say North America's biggest food group might have to raise its offer by up to 40% after shares in the world's No.2 candy and chocolate maker increased by almost half on news of the approach, settling at just under 800 pence compared with Kraft's 745 pence-per-share pitch.
   
The price spike reflects analysts' views the combination would be a success, chances of a counter-bid and bankers' hopes that rallying equity markets and a brighter economic outlook to make companies more confident about deals might mean an M&A revival was just around the corner.
   
"No one is questioning the rationale for this tie-up, all the chatter is about price," one senior M&A banker said.

"It's a classic strategic deal that has been anticipated for a number of years."
   
Cadbury, whose brands include Bassett's Liquorice Allsorts, Maynards Wine Gums and its trademark chocolate bars, had sales of 5.4 billion pounds ($NZ12.7 billion) last year while revenues at Kraft, which makes Maxwell House, Oreo cookies and Ritz crackers, were $NZ60 billion.
   
Kraft says its cash-and-shares offer represents a 42% premium to Cadbury's share price on July 3, when analysts raised the possibility of sector consolidation. 
   
Cadbury's stock closed up 38% at 783 pence, having peaked close to its all-time high at 808p.
   
"Our initial view is that this represents a competitively-pitched offer, but something less than a knockout blow," says Investec analyst Martin Deboo.
   
"For a useful comparison, we think that investors need to look as far back as Nestle's acquisition of Rowntree in 1988, where we recall that the exit premium was in excess of 100% of Rowntree's pre-speculation share price."
   
Panmure Gordon & Co recommended investors hold out for at least 800 pence a share and Bernstein Research suggested a price of between 855 pence and 1,070 pence might be achievable based on earnings potential and past deals. 
   
Mars rival
   
One top 20 investor in Cadbury who declined to be named also says benchmarks set by other deals indicate Kraft will need to offer at least 10% more, and you could be looking at 20% to 30% higher.
   
Kraft has offered 300 pence in cash and 0.2589 new Kraft shares per Cadbury share in the hope it can create a global powerhouse in snacks, confectionery and quick meals with combined revenues of about $NZ72 billion.
   
Evolution Securities, which sees fair value for Cadbury in any takeover of at least 1,000 pence a share, says a tie-up will put the group neck-and-neck with Mars-Wrigley, with each boasting about 15% of the global confectionery market.
   
It would still be half the size of Nestle which reported revenues last year of 109.9 billion Swiss francs ($NZ150 billion).
   
Consolidation hopes helped drive shares in the food and drink sector as a whole up 2.9%, outperforming a 1.3% rise for European blue-chips. 
   
M&A revival?
   
Analysts have also raised the prospect that Nestle might make a counterbid for Cadbury, perhaps in a joint approach with US chocolate group Hershey Co.
   
"The most likely alternative bid would come from Nestle, although it would face considerable anti-trust issues and lower cost synergies," analysts at Cazenove wrote in a research note.
   
Nestle Chief Executive Paul Bulcke has declined to comment directly but says the company has no major acquisitions planned though it is always open to opportunities.
   
Cadbury says it believes Kraft's approach fundamentally undervalued the British company. 
  
Illinois-headquartered Kraft says it is not ready to throw in the towel, however, describing itself as committed to working toward a recommended transaction and to maintaining a constructive dialogue.
   
Analysts agree a deal makes sense, but at the right price.
   
"We think it makes perfect sense for Kraft to acquire Cadbury and they should do it ... subject to the right price for both parties," Bernstein analysts wrote.
   
Global merger and acquisition activity fell 44.5% to $US872.5 billion in the first half of 2009, according to Reuters data - the lowest first half volume since 2003 and the steepest decline since 2001.   

Lazard is acting as lead financial adviser to Kraft with Centerview Partners, Citigroup and Deutsche Bank also advising.

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