The Edge

Richard Northedge takes on corporate finance

Cadbury directors melt like a Dairy Milk

So now we know the price of principles. Less than 10 per cent. For an extra  £1bn from Kraft Foods, Cadbury’s (LON:CBRY) directors have melted like Dairy Milk on a warm day and crumbled like a Flake bar.

Just days after telling shareholders not to let Kraft Foods (NYSE:KFT) steal the company, Cadbury’s directors have recommended the revised deal. All that rhetoric about the offer being “unattractive” or “very significantly below all other transactions in the sector” and needing to be “far above” the previous terms has proved to be nothing more than rhetoric.

An increase of less than 10 per cent proved sufficient to make the bid attractive, close the significant gap and be far enough to gain the board’s support.

Only days before recommending acceptance Cadbury warned that accepting the part-paper offer meant “exposing our shareholders to Kraft’s low growth conglomerate business model with its long history of underperformance and its track record of missed targets.”

The new deal loads Kraft Foods with debt that can only damage its shares even more, but the first rule of the Takeover Code is that whatever was said when fighting bidders doesn’t count when you make friends with them.

And that great show of unity with the unions has proved to be for show only. The fought together to keep jobs in Britain, but the directors negotiated better terms for shareholders and will move on leaving the workers to fight for their own corner alone.

But by negotiating a higher price from Kraft, the UK board has negotiated deeper cost cuts to pay for them. That will translate into more job losses.

Business secretary Lord Mandelson mistakenly hauled in investors less than a week before the capitulation to warn them not to be short-termist on takeovers: he should have hauled in the board instead.

Days before the board sealed its 850p a share deal with Kraft, Cadbury’s chief executive was testing the Takeover Panel’s rules by saying his company was worth £10 a share. We have to assume that the UK board had doubts whether it could live up to its own earnings forecasts – or simply couldn’t be bothered to do the work to produce them.

The fact is that for all this was presented as a fight for an iconic brand, and to protect a piece of British history and UK jobs, the board saw this as simply a commercial takeover, and having forced a higher price from Kraft, they accepted it. That the bidder is taking on more debt is not a concern to the outgoing board. Directors possibly realised shareholders – many of them hedge funds seeking a quick profit and unwilling to see the share price drop back to the pre-bid level of below 600p – would accept, whatever the board recommended.

The sharp U-turn from opposition to acceptance will make the public and press rather less inclined to support companies under siege in future and make everyone – business secretaries and trade unionists included – somewhat more cynical about business ethics and the value of principles.



One comment on “Cadbury directors melt like a Dairy Milk”

  1. Janet Dawson says:

    It is time that all companies that are not British should finance buyouts with cash and assets and not debt and borrowings. The Cadbury sell-out is similar to the BAA sell-out, the Man United sell-out and Liverpool plus others. This is wrong.
    Plus to add insult to injury as a taxpayer I never agreed to RBS funding the Kraft company.

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