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Choc Wars Update. Ambassador, with this White Knight bid you might really be spoiling us

By David Bailey on Nov 18, 09 09:37 AM in Manufacturing

The Italian firm Ferrero, which owns Ferrero Rocher, Tic Tac and Nutella, is understood to be exploring options with American chocolate firm Hershey over a possible deal to buy Cadbury, the iconic British chocolate firm under attack from the huge American food conglomerate Kraft.

One possibility is for Ferrero to go it alone in buying Cadbury, whilst another option is a tie-up with the larger US based chocolate firm Hershey. The latter's bosses are believed to have discussed a possible joint bid with Ferrero. However this has yet to lead to agreement and a firm bid.

The Italian business newspaper Il Sole 24 Ore, reported yesterday that Ferrero could join investors and private equity players in a possible alliance with Cadbury. Traditional the family-owned Ferrero firm has eschewed acquisitions and has successfully grown organically, so this would represent a major change for the firm, but would potentially help it in penetrating the UK market.

Ferrero SpA, headquarted in Piedmont in Italy, started in 1946, and from 1957 was built up by the founder's son Michele Ferrero to become a major international firm. It has a turnover of €6.2 billion (or £5.5 billion - around the same size as Cadbury itself), 18 factories and employs around 22,000 workers.

A tie up with Hershey (which has a licensing agreement with Cadbury to make and sell Dairy Milk in the US) would also open up funding sources for the family owned Ferrero firm.

Kraft, owner of brands as diverse as Maxwell House, Dairylea cheese and Toblerone chocolate, has until December 7th to post its takeover bid to Cadbury shareholders. Cadbury will then have a further 11 days to prepare its final defence.

Some key Cadbury investors have stated via the media that the Kraft bid, which offers 300p and 0.2589 Kraft shares for each Cadbury share (in effect 717p a share when announced), undervalues the business. Many feel that 800p a share is the point at which they might begin considering a Kraft bid. Meanwhile, Hershey is believed to be interested in bidding but may not have the capital to take on Kraft alone.

A possible bid may well be welcomed by Cadbury as part of its defences against a Kraft hostile takeover, and would force Hershey to raise its bid. The other factor to bear in mind is that hedge funds and investment banks have piled into Cadbury shares in the hope of a takeover and making a quick profit, potentially destabilising the shareholder base that Cadbury management has to appeal to.

Whilst a Ferrero/Hershey bid would definitely be welcome in fending off the lustful but dull Kraft, and could potentially offer Cadbury management and workers some long-term security, surely retaining corporate control in the UK with Cadbury itself remaining independent remains the first best option for the UK economy and workers?

All of this reinforces a point that I have stressed repeatedly. Takeovers are hugely wasteful from an economic and social point of view. Leaving aside the resulting reduction in competition and the job losses from 'cost savings', takeovers frequently destroy shareholder value, through disruption and higher rather than lower costs.

Making takeovers more difficult and opening up long-term sources of investment funding for UK firms remains an essential part of what is needed post credit crunch. It is disappointing that a more fundamental restructuring of finance-industry relations seems off the Labour government's radar. An opportunity for genuinely beneficial change is being missed here.

PS There was a funny Ferrero reference tucked away in the hilarious recent film In the Loop. The original Ferrero Rocher ad is still widely remembered, with a guest at the Ambassador's party saying "Monsieur, with these Rocher, you're really spoiling us". Malcolm Tucker (of 'The Thick of It' fame) says in the film: "Ambassador, with your baldy head you are spoiling us." Certainly the funniest film I've seen this year.

Professor David Bailey works at Coventry University Business School.

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8 Comments

John Mitchell said:

hello David,

your point about the wastefulness of hostile takeovers and their east in the UK makes me think of the success of Japanese companies and the way they are/were characterised by strong cross share-holding between themselves and banks, in the form of the keiretsu. is there anything (else) we could learn from them?

David Bailey said:

Hi John, a moot point. The cross shareholdings in Japan were deliberately set up across Japanese Keiretsu groupings in the late 1960s/early 1970s by the government ahead of liberalisation to prevent.... foreign takeovers of Japanese firms. They are slowly being unwound but are still very significant. Of course, in this system banks were meant to provide an effective coproaret governance role; that went out of the window with the Japanese bubble in the late 1980s. Equally, you could say that the Uk's more active market for coporate control hardly disciplined the excessive risk taking of banks here over the last few years. But yes, we could look at a number of mechanisms to make takeovers more difficult. more on this in my next blog.

Tic Tac Man said:

hey good blog - you certainly make a good argument for staying away from Kraft. and takeovers clearly don't make much sense.

emma said:

David I could not agree more. The good thing about a Ferrero-Cadbury deal would be that they operate in different market segments so they would not eat into each others’ shares; at the same time they would be stronger and fend off other possible attacks for MNC. In reality, Ferrero is taking a big risk because it is not quoted and its link with Cadbury could take it in very much uncharted waters. Ferrero has a range of very high quality goods with a strong brand. Let’s wait and see... maybe they could build a Ferrero-world next to the Cadbury one!

David Bailey said:

Thanks Emma, yes a good point. A Cadbury - Ferrero - Hershey tie up makes much more strategic sense than Cadbury being taken over by a giant US food firm. Of course, I'd like really to see Cadbury remain independent, but this offers much more potnetial than Kraft.

MKE said:

This example of a hostile takeover raises the issue of when a hostile takeover becomes a friendly one. That is, when does a target like Cadbury stop resisting its suitors?


The discussion in your posts (and the comments from your many readers) regarding the market for corporate control made me want to toss in one of my favourite empirical regularities. The decision to stop resisting and agree, in the largest measure, is a function of the size of the buyouts the raiders offer the incumbent management. The size of these parachutes dominates the role of the bid premium for stockholders in determining the incumbent management's behaviour. As short term and myopic as shareholders may be, even they are not in the driver's seat. Thus, the damages associated with takeovers which you have so ably summarised are largely dependent upon whether incumbent management benefits enough.


This, to my mind, is strong evidence that the market for corporate control simply doesn't function very well at all. The consequences for management are more important than the consequences for shareholders in determining the outcome (let alone the consequences for workers, the community or the country).


This is not to cast the Cadbury management in a bad light but merely to point out the statistical regularities from past experience.

"Agency Theory, Managerial Welfare, and Takeover Bid Resistance." R.A. Walking and M.S. Long. Rand Journal of Economics (15), Spring 1984, pp. 54-68.

David Bailey said:

Thanks MKE - a great contribution - I'll read the reference with interest. Many thanks! You raise the key issue of the divorce of ownership and control - will management really act in shareholders' interests? And in turn, of course, who are the shareholders now that hedge funds have piled in. Plus, what about other stakeholders?

creme egg man said:

surely Cadbury would be better off remaining independent? and anyway, how would you make takeovers more difficult, Prof?

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