Kraft: Holders of 1.5 pct of Cadbury accept offer

LONDON -- Kraft Foods Inc. announced Wednesday that holders of 1.5 percent of the outstanding stock in chocolate and gum maker Cadbury PLC have so far accepted its hostile takeover offer, but the U.S. company may gain more support as its offer price moves closer to Cadbury's market value.

The cash-and-stock offer's value rose closer Tuesday as Swiss food company Nestle said it would not make an offer for Cadbury, Kraft offered more cash in an alternative - but no higher - offer, and billionaire Warren Buffett, Kraft's biggest shareholder, warned against offering any more stock to sweeten the offer.

The Wall Street Journal reported Wednesday that people familiar with the matter said that Cadbury board members have held talks recently with The Hershey Co.'s board members to encourage a rival offer.

And Cadbury officials have said in the past that they see Hershey as a better fit than Kraft. 

But Cadbury said in a statement Wednesday that it is not looking for a white knight to ward off Kraft.

"Unless and until we have a credible offer that adequately reflects the strength of this business, there is nothing to comment upon," Cadbury said in the statement.

London's Financial Times called Buffett's intervention "a blatant attempt to talk up the food group's share price";

if it was, it worked. Kraft shares closed Tuesday at $28.77, up 4.9 percent, while Cadbury fell 3.2 percent to 779 pence, narrowing the gap between the Kraft offer and the market price for Cadbury shares. 

Cadbury shares continued to fall Wednesday morning, down 1 percent at 771 pence after the first hour of trading on the London Stock Exchange.

Kraft's cash and shares offer values Cadbury, maker of Milk Tray chocolates and Clorets chewing gum, at 758 pence per share, based on Tuesday's prices.

"We believe it is increasingly worthwhile considering the merit in taking the offer on the table today, unless one is convinced by Kraft's onward prospects or the prospect of a materially higher offer," analysts at Shore Capital Stockbrokers said Wednesday.

"We reiterate our view that Cadbury stock could readily rest in the 600-650 pence range if the Kraft offer should lapse or fail," they added.

Some analysts in London believe, however, that Kraft will have to bid above 800 pence to seal a deal.

"We continue to think that Kraft can offer a headline bid of up to 820 pence, consistent with achievement of $625 million synergies (at a cost of $1.2 billion) and maintenance of earnings neutrality three years out," said Martin Deboo, analyst at Investec Securities.

Meanwhile, European Union regulators on Wednesday gave Kraft's takeover offer the green light, provided that Kraft sold off Cadbury's Polish and Romanian chocolate businesses.

They said Kraft has committed to divest Cadbury's Wedel candy brand in Poland and its Romanian operations after the European Commission expressed concerns that the two companies combined would grab a very high share of the chocolate bar market.

EU Competition Commissioner Neelie Kroes said that the deal would otherwise "not adversely affect competition anywhere in Europe and that consumers would not be worse off."

Cadbury shareholders have until Feb. 2 to decide whether to accept the 10.3 billion pound ($16.5 billion) offer by Kraft or back Cadbury management's determination to remain independent.

Despite signs of interest from Hershey and from Italy's Ferrero International SA, Kraft remains the only bidder for Cadbury.



If Kraft cannot win support from a majority of shareholders by Feb. 2, it will be barred from making another offer for six months.

Kraft has until Jan. 15 to disclose any new, material information about its bid, and it plans to release detailed trading results for 2009 by that time.

It then has until Jan. 19 to make any revisions to its offer.

Kraft shareholders will meet on Feb. 1 to vote on whether to issue up to 370 million shares to support the offer.

While Buffett's Berkshire Hathaway, which owns 9.4 percent of the company's stock, can't squelch the deal with its vote alone, the influence of "the sage of Omaha" may sway other shareholders and Kraft's management.

Deboo argued that Buffett wasn't necessarily opposed to Kraft's ambitions.

"What we think Berkshire is trying to do is to challenge Kraft's management to back their conviction with cash, and hence debt - not equity," Deboo said in a research note.

"The underlying message ... in our view is that Berkshire thinks management are being too cavalier with equity, which - as managements are wont to do - they are treating as somehow 'free.'"

Cadbury dismissed Tuesday's revised offer.

"Kraft has once again missed the point," the company.

"Despite this tinkering, the Kraft offer remains unchanged and derisory with less than half the consideration in cash." 

Cadbury Chairman Roger Carr said Kraft's offer is limited by powerful Kraft shareholders such as Buffett restricting the stock content and constrained by rating agencies limiting how much cash it can put up.

Cadbury has staunchly opposed Kraft's offer, but its management says it would be open to a deal that properly valued the company.