Bussiness 12/01/2010
Cadbury rejects Kraft's hostile bid
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Cadbury (CBRY.L) made its final case for the defence against Kraft Foods' (KFT.N) 10.5 billion-pound takeover bid on Tuesday, but a raised offer was still expected to win over shareholders in the confectioner.

Analysts said Cadbury's announcement of robust 2009 results and the promise of further growth was positive for its valuation but Kraft only needed to make a slightly improved offer over the next seven days of the bid timetable to succeed.



"While we believe that Cadbury will end up being acquired by Kraft, the current offer is inadequate," said analyst Martin Dolan at brokerage Execution. "We remain holders with a (share) price target of 8 pounds," he added.



Cadbury has since early September been fighting Kraft's cash and share bid, worth 762 pence a share, with investors and analysts saying only an increase to 800p or above is likely to succeed.



Cadbury shares were off 0.8 percent at 774.5p by 2:52 p.m. on Tuesday. Kraft's shares were up 0.1 percent at $28.83.



"We continue to think that Kraft will need to come up with an offer north of 8 pounds and with a significantly enhanced cash component to take over Cadbury," said analyst Martin Deboo at brokerage Investec Securities.



In a final defence document, the Dairy Milk chocolate and Trident gum maker said Kraft's "derisory" offer valued it below that of any comparable deal in the sector and that its standalone value had risen since the Kraft bid emerged last September.



"Today, the view of the Kraft offer is pretty universal, and derisory is not an unreasonable view," Cadbury Chairman Roger Carr told a conference call.



He added the choice for shareholders was between the excellent track record of Cadbury's management and Kraft's management which he said had overpromised and under delivered.



"We suspect that an increased offer in the range of 825-850p could well be sufficient to clinch the deal," said analyst Graham Jones at brokers Panmure Gordon.



Kraft now has until January 19 to change its bid while Cadbury shareholders have until February 2 to decide.



Kraft said on Tuesday that Cadbury's final defence was underwhelming, that little new was said and that it ducked the issue of 2010 profitability.



"We continue to believe that the value certainty and upside potential of our offer remains the best option for Cadbury's shareholders," said a Kraft spokeswoman in a statement.



Cadbury said Kraft's offer values it at a lowly 12 times 2009 core EBITDA profits put against comparable transactions at 14.3 to 18.5 times EBITDA, and the majority of the offer is in Kraft shares which have underperformed its rivals by 42 percent since Kraft's flotation in June 2001.



Cadbury also said its 2009 underlying sales rose 5 percent with the second half accelerating to 6 percent. It achieved an operating margin of 13.5 percent against a previous forecast of 13.3 percent and promised a 10 percent rise in the 2009 dividend.



"Our performance in 2009 was outstanding. We generated good revenue growth despite the weakest economic conditions in 80 years," Chief Executive Todd Stitzer said.



In dismissing Kraft's offer Stitzer and Carr have questioned the ability of Kraft's chief executive, Irene Rosenfeld, to raise her bid after Kraft's top shareholder Warren Buffett last week warned the company not to overpay and issue too many new Kraft shares.



They said they were confident of meeting Cadbury's longer-term targets which include annual sales growth of 5 to 7 percent from 2010, a lift in operating margin to 16 to 18 percent by 2013 and double-digit dividend growth for 2010 and beyond.



Meanwhile, Cadbury said some of its shareholders have turned down an offer by Kraft to meet with Rosenfeld in London later this week, although others have accepted the invitation.



Carr said he was amazed it had taken Kraft so long to make such a direct approach.



"I do understand some are (meeting) and some have rejected a meeting," Carr said.



One top 30 Cadbury investor told Reuters: "Companies do their talking partly by picking their phone up and partly by their actions. At the moment, Kraft don't seem to have anything very interesting to say to us."



Analyst Andrew Wood at Sanford Bernstein said: "Should Kraft not significantly raise its bid, we would expect that Cadbury shareholders would not accept the offer."



Cadbury had been allowed by the Takeover Panel to give further details on 2009 trading after the UK stock market closes on Jan 14. at around 4:30 p.m.



Last week, Swiss food group Nestle (NESN.VX) ruled itself out of a Cadbury auction. Sources told Reuters on Monday that Italian chocolate maker Ferrero was very close to deciding on whether to make a counterbid in tandem with U.S. giant Hershey (HSY.N).



Cadbury's labour union was set to warn British lawmakers on Tuesday that a potential bidding war for the confectioner would undermine workers' rights.

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