DealZone

With the smell of Cadbury Cream Eggs and Kraft cheese slices thick in the air, Nestle could well be getting hungry for some M&A. Will the Kraft-Cadbury deal soften the Hershey Trust enough for a Nestle merger?

Nestle has plenty of firepower with $28 billion from the sale of its remaining stake in eyecare group Alcon and Hershey might be seen as no more than a large bolt-on. In addition, Hershey is one deal Nestle could do without big anti-trust issues.

And as David Jones reports, from a Hershey perspective, some heat may be softening the the Hershey Trust’s aversion to a deal.

The fact that Hershey had been actively trying to fund a bid for Cadbury, even if it ultimately failed, has raised speculation about its future, as has the fact that 85 percent of its sales come from the U.S. market, where Kraft is likely to attack it with Cadbury products.

Hershey, as a pure confectionery player, is also more exposed to commodity costs like cocoa and sugar than wider ranging groups.

The recommended £11.9bn (US$19.4bn) offer by Kraft for Cadbury appears satisfactory to both parties. Kraft gets its prize, ultimately paying 13% more than it initially wanted. Cadbury shareholders receive 48% more than the value of their shares prior to Kraft’s approach.

Cadbury’s board can be pleased they managed to extract so much value when alternative bids seemed unlikely. Kraft’s management, led by Irene Rosenfeld, has remained disciplined helped by the side deal: selling its pizza business to Nestle for US$3.7bn.

Nevertheless, increasing the cash element of its offer to 500p a share, or 60% of the total bid, could cause Kraft some financial headaches, pushing its debt levels to over four times EBITDA. Rosenfeld denies that it will affect the company’s credit rating. If it did, the deal’s rationale would be dented.

Kraft was always expected to raise its bid for Cadbury, even with no real rival to its initial overture and grumblings from top shareholder Warren Buffett about Kraft possibly overpaying with its stock. The only question was how much. But if it did overpay, it did so with credit. Just in case shareholders were thinking of making a stink, CEO Irene Rosenfeld ratcheted up the cash component to a level that negates the need for shareholder approval.

Dealmakers said the agreement was struck after all-night negotiations in London. It values Cadbury at 840 pence per share. Shareholders will also get a special dividend of 10p per share, bringing the total to 850p per share. That far exceeds scaled-back expectations and was a big jump from the sub-800p levels that had so soured earlier negotiations.

With growing expectations that Hershey would muster a bid around these levels, and all of those high-brow British M&A deadlines clicking into place, getting a friendly agreement had gained urgency going into the weekend. While pundits’ palates (beyond those of fondue-chomping Europhiles, if you keep an ear on CNBC) may rebel at the swirling of chocolate and cheese, Rosenfeld has for at least a day gone from looking outflanked by both her own shareholders and grumpy Cadbury executives to a box of chocolate roses.

While Cadbury shares saw some life on hopes for a rival bid from Hershey — boosted by reporting from the FT that a rival offer was further along than much of the market had assumed — naysaying analysts and pundits have been quick to point out that the financials of a Hershey bid are hard to stomach.

Hershey is only half the size of Cadbury, and a big share issue would dilute the stake of the controlling Hershey Trust, which has been every bit as crucial to defining the company as the kiss. The FT report says Hershey is working on a private equity element with none other than Byron Trott, Warren Buffett’s banker of choice. The idea that Buffett, who is Kraft’s biggest shareholder, could play both sides of a bidding war is, if not new, certainly intriguing, particularly given his apparent distaste for Kraft selling its own shares to keep its bid attractive.

And while Cadbury has repeatedly denied it is looking for a white knight, a deal that would leave its management in place, perhaps in exchange for keeping the Hershey Trust intact, could be attractive enough to consider breaking off a piece of Cadbury to give to a private equity investor to chew on … its gum business, for example.

Hershey is still working on a bid for Cadbury that would top Kraft’s 10.5 billion pound bid for the British confectioner. As the clock ticks down for rivals to enter the fray, Hershey — the one remaining party to declare its hand — has still not decided if it will table a formal offer, but has authorized the drawing up of a bid. At the same, Kraft has stepped up the charm offensive with Chief Executive Irene Rosenfeld visiting Cadbury shareholders in London. She has found some doors shut, however, indicating that investors find the bid too low.

First round bids for debt-ridden film studio MGM are due on Friday, with 12 companies having expressed an interest in the business, including rivals Time Warner and Lions Gate Entertainment, as well as Liberty Media, News Corp and private equity firms. Non-binding bids for the studio, controlled by a consortium of private equity and media firms, are expected to come in at $1.5 billion to $2 billion, way below $3.7 billion it owes its lenders.

Telecoms billionaire Carlos Slim has launched a $21 billion bid to unite Telmex and Telmex Internacional with Latin America’s top mobile phone provider America Movil. Slim, who controls all three companies, wants to create a leading fixed-line, mobile and internet services company to stave off competition from rivals.

The pursuit of Cadbury is rapidly becoming a one horse race after Italy’s Ferrero ruled itself out of the fight and cut off talks with potential bid partner Hershey, leaving only the U.S. chocolate maker to declare its hand in the battle for the British confectioner. Cadbury, meanwhile, yesterday put the finishing touches to its defence against U.S. food giant Kraft’s 10.5 billion pound hostile bid by promising an improved performance and a raised dividend.

Luxembourg-based investment firm Genii Capital intends to improve its bid for Swedish carmaker Saab in order to catch the eye of seller General Motors. Bids from Genii, which is working with Formula One supremo Bernie Ecclestone, and Dutch carmaker Spyker have failed to prevent GM from appointing advisers to oversee the wind-up of the business.

India telecoms group Bharti Airtel has created a new unit to pursue emerging markets acquisitions after failing to reach a deal with South Africa’s MTN last year.

Cadbury posts its final defence against Kraft’s hostile takeover, but a muted share price reaction shows it is not changing market views about the deal much.  Ferrero, the Italian chocolate maker, is “very close” to taking a decision on whether to launch a counterbid together with U.S. group Hershey, a source close to the operation tells Reuters. Italy’s Il Messagero reported earlier Ferrero was securing a $4.5 billion syndicated loan.

General Motors repeats it is closing down Saab, because it has not yet received a credible bid. Dutch group Spyker meanwhile, says it remains hopeful that a deal can be reached.

And in other media:

Ford remains open to talks with potential bidders for its Volvo cars unit, despite a commercial agreement on a sale with China’s Zhejiang Geely, Sweden’s Dagens Industri says.

Whatever his motives, Warren Buffett’s influence can be seen in Cadbury’s share price, which have dipped below the level of Kraft’s $17 billion bid for the first time. The sagging share price shows, among other things, that the market believes Kraft is more likely to make its 50.1 percent acceptance rate without having to aggressively raise its bid.

Analysts still see Kraft having to sweeten the deal, but not as much as they had previously suggested. Also weighing on Cadbury’s stock is the cold water splashing over prospects for a rival bid from Hershey. Cadbury said it was not looking for a white knight bidder and analysts are not convinced Hershey can finance a takeover.

Hershey may not be able to pull off a deal on its own as a white knight, but that doesn’t completely rule out it taking a significant stake in Cadbury. If other big strategic investors were so inclined, and could perhaps tempt some interest from private equity, they could well put together a bloc to scuttle Kraft’s efforts. It might not even take much effort, given the loud, angry way Buffett – Kraft’s biggest share holder — slammed the door on raising the bid.

On a slow day, when most people are subconsciously counting down to the New Year, we thought we will bring you a quick update on the sweetest deal in the works — the churning battle for Cadbury.

Italian chocolate giant Ferrero, it seems, is still examining its options on a possible bid for Cadbury, which has rejected a $16.2 billion offer from U.S. food group Kraft.

A Ferrero spokesman tells our colleague in Milan: “Things are exactly as they were a month ago. Nothing has changed.”

Rather than talk about sweetening its 789 pence-per-share offer for Cadbury — say, to the 820-850 pence level analysts think is needed — Kraft is urging shareholders to take a long hard look at Cadbury’s revenue growth targets, margin goals and other metrics measuring management’s effectiveness. That’s a none-too-subtle step away from the argument that the merger would create mounds of value.

It makes sense that Kraft CEO Irene Rosenfeld would not want to make Cadbury look like it’s worth more than she wants to pay. If Kraft is going to convince anyone it shouldn’t raise the bid, regardless of whether a rival rides in from Hershey or elsewhere, it has to appear willing to walk away rather than go back to the bank.

Cisco, which recently bought Tandberg, is widely regarded as having one of the most savvy in-house merger teams among big corporate predators. Though its bid for the videoconferencing company was hostile, the prospect for a higher bid was always out there. So when it came, it was easy for everyone to accept. Cisco CEO John Chambers also took care to talk up the videoconferencing business as core to Cisco’s future.