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Saturday, September 26, 2009

NY TIMES: Cadbury Chief Denies Interest in Kraft Takeover

Published: September 25, 2009

LONDON — Todd Stitzer, the chief executive of Cadbury, denied Friday that he was warming to the idea of a takeover deal with Kraft in an attempt to end an escalating controversy about comments he made at a conference earlier in the week.

The controversy erupted when some remarks Mr. Stitzer made at an investor seminar in London on Tuesday were interpreted by some in the audience to mean that Cadbury saw some merit in a combination with Kraft, a larger rival, and was just holding out for a higher price.

Cadbury, the British chocolate retailer, said Friday that Mr. Stitzer’s remarks were “seriously misrepresented” and that it was in touch with Britain’s Takeover Panel about the issue.

At the two-day conference, Mr. Stitzer was asked about the strategic merit of a combination with Kraft, but “commentary on this issue has misconstrued Mr. Stitzer’s remarks to imply a softening of his view regarding a combination,” the company said in a statement Friday.

“For the avoidance of doubt, Mr. Stitzer does not believe that Kraft’s proposal makes strategic or financial sense for Cadbury, and his comments should not be interpreted in any other way,” it added.

On Sept. 7, Cadbury rejected a takeover proposal from Kraft, the maker of Oreo cookies and Toblerone chocolates, that valued the British confectioner at $16.7 billion, saying it undervalued the company.

Cadbury’s share price has traded above the offer price ever since, with investors expecting a higher bid either from Kraft or another rival, like Hershey or NestlĂ©.

Some analysts had previously said that Cadbury could be worth as much as 43 percent more per share than what Kraft offered.

Cadbury’s share price closed up Friday for a fourth straight day, adding 5.5 pence, or 0.7 percent, to 800.5 pence

In an attempt to encourage higher bids, Cadbury asked the Takeover Panel to give Kraft an ultimatum either to make a formal takeover offer or to walk away.

A decision by the panel, an independent body responsible for supervising and regulating takeovers in Britain, is expected as early as the coming week. A spokesman for the Takeover Panel did not return phone calls seeking comment.

Cadbury has tried to clarify Mr. Stitzer’s comments ever since a sales specialist at Bank of America Merrill Lynch wrote in a note issued to his clients that “Todd admitted that there is some strategic sense in combining the two companies and he doesn’t expect Kraft to walk away, so he said his job is to get as much value as possible,” Reuters reported on Wednesday, citing the note.

Mr. Stitzer also allegedly gave a range for a fair takeover price, according to the initial note. But Bank of America Merrill Lynch later said that Mr. Stitzer did not discuss a fair price.

It would be highly unusual for a chief executive of a takeover target to comment on a successful offer price before entering into discussions with the bidder. A spokeswoman for the bank declined to comment.

Roger Carr, the Cadbury chairman, wrote Sept. 12 in a letter to Irene Rosenfeld, the Kraft chief executive, that Kraft’s proposal was unattractive because Kraft had a “considerably less focused business mix and historically lower growth” than Cadbury.

The proposal also “fundamentally fails to reflect the current value of Cadbury,” its growth prospects and potential cost savings of a combination, he wrote.

Cadbury said Friday that its “position in relation to Kraft’s proposal remained precisely as set out in the letter” written by Mr. Carr.

The U.S. billionaire Warren Buffett, who is also Kraft’s largest shareholder, has described the offer as adequate.


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