2nd UPDATE: Kraft Issued 6-Week Deadline To Make Cadbury Bid
September 30 2009 - 10:48AM
Dow Jones News
Kraft Foods Inc. (KFT) on Wednesday was given a six-week
deadline to either make a formal bid for Cadbury PLC (CBY), the
U.K. confectioner it has been stalking for the past three weeks, or
walk away.
In response to a request from Cadbury, U.K. regulator the
Takeover Panel issued its "put-up-or-shut-up" Wednesday. Kraft will
have to present a formal offer either to the Cadbury board or
directly to Cadbury's shareholders by 1700 GMT, Nov. 9 or abandon
its bid to buy the company for at least six months.
So far, Cadbury has only received an informal approach from
Kraft, which it immediately rejected. For the U.S. giant to make a
formal bid, it will need to have all of its financing in place.
Analysts believe it will also have to offer significantly more than
the 745 pence a share it indicated three weeks ago, when the deal
was valued at around 10.2 billion pounds.
"We have made our position on Kraft's proposal very clear and we
welcome the Panel's decision today in the interests of obtaining
clarity and certainty for our shareholders and employees at the
earliest opportunity," said Cadbury Chairman Roger Carr in a
statement.
The deadline should focus the minds of Kraft's and Cadbury's
management after three weeks of claim and counter-claim from both
parties which have dominated the press but failed to move the deal
closer.
Even so, it could still be many weeks, or even months before a
bid is finally accepted or rejected.
The near-six-week timeline is slightly longer than Cadbury would
have hoped for. In the past the panel has given buyers as little as
four weeks to make a bid.
As the process drags out, more of Cadbury's shares are likely to
fall into the hands of short-term investors, hoping to make a quick
profit by buying now in the expectation of a bid materializing.
These shareholders are unlikely to turn down any offer, so long as
it is above the price they paid for their shares.
"It wouldn't surprise if Kraft used the whole six weeks," said
Darren Shirley at Shore Capital. "They'll want to see if there are
any counterbids."
He expects Kraft to return with an improved offer.
If a bid were again rejected, Kraft could launch a higher offer
or possibly even bypass Cadbury's board and go hostile. Either way,
the Takeover Panel's deadline would cease to be relevant.
Nestle SA (NESN.VX) or Hershey Co. (HSY), or even both, are seen
as the most likely counterbidders. If a third party joins the fray,
the timeline for the bid could be extended still further. So far,
neither Nestle nor Hershey have made a move and it is perhaps not
in their interest to do so until Kraft shows its hand with a firm
bid.
On Sep. 7, Kraft, based in Northfield, Ill., offered to pay 300
pence in cash and 0.2589 new Kraft Foods shares for each Cadbury
share - valuing the U.K. company's share capital at GBP10.2
billion.
The bid was originally valued at 745 pence per Cadbury share,
though a fall in Kraft's share price since the announcement means
that valuation is now closer to 700 pence.
Kraft has so far pledged to continue working toward a
recommendation from Cadbury for its bid despite a swift rejection
from the Cadbury's board. "We've noted the decision and understand
the implications," Kraft spokeswoman Lisa Gibbons said in a
statement in response to the deadline.
(Anjali Cordeiro contributed to this article)
-By Michael Carolan, Dow Jones Newswires; 44-20-7842-9278;
michael.carolan@dowjones.com