DealZone

Cadbury kisses off Hershey

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.

So if they aren’t holding out for a white knight, perhaps Cadbury execs are hoping more for a carmel cavalry.

DealZone Daily

A negligible 1.5 percent of Cadbury (CBRY.L) shareholders have tendered their stock to Kraft (KFT.N) at the first deadline — as expected, most are waiting for a higher offer from the U.S. food group. Billionaire Warren Buffett gave Kraft an embarrassing slap on the wrist on Tuesday, warning it not to overpay for the British confectioner. His words caused a steep drop in Cadbury shares, as markets discount a smaller chance of the bid succeeding. But then again, Kraft raised the cash component of its offer, while possible rival bidder Nestle (NESN.VX) bowed out of the race.

Singapore’s third-largest lender United Overseas Bank (UOBH.SI) will sell ifs Singapore life unit to Britain’s Prudential (PRU.L) for around $310 million.

And in other media:

An unnamed Russian group is close to buying control of one of Ukraine’s largest steel groups, Industrial Union of Donbass, the Financial Times says.

The afternoon deal

For an M&A story you can’t get much better than today’s Kraft/Cadbury/Nestle/Buffett mash-up.  Kraft said it would give detailed terms of its alternative cash offer by January 19, stay tuned. Here is a breakdown of the deal:

What is Buffett up to?

Kraft:

Is Buffett being Krafty?

Warren Buffett may have thrown a monkey wrench into Kraft’s bid for Cadbury — not with his ‘no’ vote on Kraft’s plan to issue 370 million shares to help buy the British chocolate company, but with his scathing comments on Kraft’s board for a deal he has long regarded with skepticism. Buffett previously said Kraft’s stock was an “expensive currency” for funding the deal, a position he repeated on Tuesday.

Kraft’s proposed share issue would give it a “blank check,” allowing it to change its offer for Cadbury, Buffett’s insurance and investment company Berkshire Hathaway said in a statement. “And we worry very much that, indeed, there will be an additional change from the revision announced this morning.”

The statement came hard on the heels of a slight sweetening by Kraft of its $16.4 billion offer for Cadbury. The overall figure is the same, but the cash portion is a bit bigger. Perhaps more telling, it also followed a statement from Nestle shooting down speculation that the world’s biggest food group had any interest in getting involved in the Cadbury deal.

Buffett seen raising bet on housing

BuffettWarren Buffett is in talks to buy GMAC’s mortgage lender Residential Capital, the New York Post reports. Teamed up with Appaloosa Management and Avenue Capital, Buffett has large debt positions in the gut-shot company, according to the Post. In September, Buffett’s Berkshire Hathaway and Leucadia National agreed to buy Capmark Financial Group’s mortgage loan and servicing business for up to $490 million.

If the residential property market hasn’t begun a solid recovery, it certainly established a solid bottom over the past six months. New home sales figures out yesterday were shockingly weak, but keep in mind that November and December are not particularly hot months for residential real estate, and new home sales are a much smaller chunk of the market than the existing portion. Lots of analysts were expecting the housing recovery to face a test as we get closer to the extended deadline in March for the $8,000 homebuyer tax credit.

But it’s a rare investor who gets rich betting against Warren Buffett. And if he’s looking to buy low, he could hardly have done better than ResCap. The lender has been flirting with dangerously low capital levels, with the Post reporting it is bouncing around the minimum required net worth of $250 million. It had a tangible net worth of $409 million at the end of the third quarter. The mortgage company has lost over $10 billion in the last three years. The number of loans delinquent rose to 13.40 percent at the end of June from 11.50 percent at the end of 2008.

Keeping score: Buffett, buyouts, Japanese M&A

Highlights from this week’s Thomson Reuters Investment Banking Scorecard:

BERKSHIRE HATHAWAY’S BIGGEST DEAL
Berkshire Hathaway’s $35.9 billion bid for the remaining share capital of Burlington Northern Santa Fe, ranked as the fourth biggest M&A deal this year in the United States and the largest acquisition for Berkshire Hathaway on record.
Since 1980, Berkshire Hathaway and its subsidiaries have announced nearly 200 acquisitions, with 43% of those deals in the industrials sector, 34% in the financials sector and 12% in energy & power.   Just over 90% of the acquisitions announced by Berkshire Hathaway have been based in the United States.

IMS HEALTH IN LARGEST BUYOUT SINCE 2007
IMS Health agreed to be acquired by TPG and the investment board of the Canada Pension Plan for $5.2 billion, marking the largest leveraged buyout in the United States since the $27 billion buyout of Hilton Hotels in July 2007.
Eight investment banks provided financial advisory services to IMS and the private equity consortium, including Evercore Partners which currently ranks fourth for year-to-date M&A in the United States, up from 16th last year at this time.

JAPANESE M&A UP 41% OVER 2008
This week’s $11.3 billion merger of Nippon Oil Corp and Nippon Mining Holdings Inc brings the volume of Japanese target M&A to $90.1 billion for year-to-date 2009, a 41% increase over 2008 levels and one of the few regions to see year-over-year M&A growth.
Merger activity in the Japanese financial sector accounts for 38% of year-to-date activity, followed by high technology and real estate with 17.1% and 13.3% respectively.  Energy & power mergers account for 13.0% of announced volume this year, nearly three times last year’s total.

Warren Buffett, American Railroad Baron

Following in the greatest of capitalist traditions, the Oracle of Omaha announced plans to buy up the shares he doesn’t already own in one of the country’s biggest railroads, Burlington Northern Santa Fe. And in an egalitarian, if unexpected, move, he said he would split his Class B stock to the tune of 50-to-1, making it possible for just about anyone to own Berkshire Hathaway’s traditionally lofty shares.

The railroad purchase is a bet on the future of America, Buffett said, and it’s his biggest acquisition ever. It values the railroad at $34 billion, and the price of $100 a share is a premium of nearly 32 percent. The premium vaults the railroad into the top spot by market cap, surpassing Union Pacific.

Buffett also owns stakes in other railroads, so it will be interesting to see if his move stirs any antitrust comments from Washington. Idiomatically, there is something profoundly rural in the Americana of Buffett’s latest bet; much more so than Berkshire Hathaway’s mainstay insurance business.

from Breakingviews:

Norway SWF wages lone governance crusade

Norway's $420 billion oil fund is rattling the cage of some of the foreign companies in which it has invested. As a shareholder it deserves praise for putting its head above the parapet. But as a sovereign wealth fund it is treading a fine line.

Norges Bank Investment Management (NBIM) has been stung into action by a combination of domestic political pressure to account for its investments and heavy losses on some parts of its extensive external investment portfolio.

NBIM has publicly chastised Volkswagen for its plans to take over Porsche assets as part of a cosy merger between the two German carmakers. A detailed letter to VW Chairman Ferdinand Piech, published in full on its website, doesn't mince words.

Time for Kraftiness

It’s official. Kraft has until Nov. 9 to say whether it will make an offer for Cadbury. If it doesn’t, it had to back off for six months. In the three weeks since Cadbury turned up its nose at Kraft’s $16.3 billion cash-and-share offer. In that time, price talk has centered on how much Kraft will, or is able, to raise that bid by.

Rhys Jones reports that analysts see compelling logic to a potential deal adding Cadbury’s high-growth emerging market business to Kraft’s wide-ranging distribution system, with few overlaps that would prompt competition concerns.

Cadbury reiterated its rejection of Kraft’s approach, but with other potential suitors so far mum, chief executive Todd Stitzer may have to settle for whatever Kraft comes up with. The market has taken the stock up to 800 pence, about 7 percent above the offer price for the share component. And if Kraft CEO Irene Rosenfeld (pictured above) wants to keep her own shareholders – including Warren Buffett – happy, she will be sure to contain any impulse to aggressively sweeten the deal.

Warren Wonka the Candyman?

Warren Buffett knows sweets. His Berkshire Hathaway is the largest shareholder in Kraft Foods, which made an unsolicited — and rebuffed — $16 billion bid for Cadbury. The Wall Street Journal reported that the trust that holds voting control of Hershey has hired Buffett’s favorite banker, Byron Trott, as it also weighs whether to pursue the British chocolate maker.

Trott, a former Goldman Sachs banker who runs his own firm now, is known for his expertise in candy as well as in advising family- and trust-owned companies. He convinced Buffett to pay $6.5 billion to help finance Mars in its $23 billion takeover of Wrigley last year.

Paritosh Bansal and Jessica Hall report that while Trott’s latest engagement may not have anything to do with Buffett, he may end up helping the billionaire investor. Sources previously told Reuters Hershey is unlikely to make a bid on its own for all of Cadbury. But Hershey may want to pick up pieces of Cadbury, which makes Dairy Milk chocolate, Halls cough drops and Trident gum. This could bode well for Buffett, some investors said.