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Why did we bother to save RBS when it is now helping to fund the attack on Cadbury?

By David Bailey on Nov 15, 09 03:38 PM in Manufacturing

Last week, Kraft launched its formal offer for Cadbury. The offer, of 300p in cash and 0.2589 new Kraft shares for each Cadbury share, valued Cadbury shares at 717p and the company at £9.8 billion pounds (or $16.3 billion).

The bid was rejected by management and now we are witnessing a hostile take-over attempt for one of the UK's last remaining independent manufacturers (yes, making chocolate is manufacturing).

After the hostile takeover bid was announced, a group of unions and MPs - in the first instance led by Perry Barr's Khalid Mahmood - raised the issue of why the state-rescued bank RBS has made available a £630m loan facility to Kraft, the US firm bidding to buy Cadbury.

The big issue here is whether the bank - which would have gone bust without a taxpayer bail out - is effectively now using taxpayer funds via Kraft to attack the independence of a much-prized British firm.

Didn't anyone at RBS think this might not be a good idea? Or are they now hoping that it's 'business as usual' again and that we had all forgotten the huge mess caused by the banking system and subsequent bail-out?

And why has the government bank-rolled an operation which may end up supporting a potentially damaging takeover of a Britsh firm?

Sadly, RBS still doesn't get it. In The Observer today, an RBS spokesperson is quoted as saying: "RBS, anchored in the UK, has multinational clients and we are committed to helping them in support of their business".

So there we have it: we've bailed out RBS to support its international cients - I guess that includes Kraft. That's not quite what I'd hoped for from this particular bail-out.

As taxpayers we have pumped billions into the banks - including RBS- to keep them afloat in the hope that they will lend to British businesses and families. Those banks of course have lots of their own reasons for sitting on that money or doing other things with it - like lending to Kraft.

As John Clancy and I have said elsewhere, perhaps the government should if necessary by-pass the constipated banks and lend direct to UK businesses if the bailed-out banks aren't capable of doing it on the scale required.

In fact, perhaps we should have simply nationalised RBS' savings and its loan book to protect British individuals, families and firms, and cut them off from the bank's speculative multinational activities like risky land deals or lending to foreign firms for hostile takeovers.

I don't see why we as taxpayers should be funding such risky - and potentially damaging - activities. In fact, we've effectively rescued a multinational bank with some activities in the UK, and not a British bank.

Did Brown and Darling actually realise this? If they did, then proper measures should have been put in place to control the activities of such multinational bank. I doubt if this actually happened - Brown and Darling of course famously "don't want to be bankers".

As time goes by, Brown and Darling's Great Banking Bail-Out is looking more and more like a once-in-a-life-time missed opportunity to completely re-engineer our financial system to support long-term investment in British business and to separate out 'utility' branch banking from global casino capitalism.

Choc-Wars: What happens next?

The process around the hostile takover bid for Cadbury from here on in is governed by rules which apply to any takeover situation involving a British target firm. So what happens next?

Kraft has 28 days from launching its formal bid to issue a formal bid document or prospectus for Cadbury. So, Kraft has up to December 7th to post the document to Cadbury shareholders.

The day when the formal offer document goes in the post to Cadbury shareholders then becomes Day 1 in the formal 60-day timetable under UK takeover rules.

Other key dates are as follows (these days include both weekends and national holidays like Christmas):

Day 14: the last day by which the board of the target firm (i.e Cadbury) has to publish its Defence Document - this is the view of management on the bid.

Day 21: this is the first closing date, and represents the minimum period for which an offer must remain open.

Day 39: this is the last date available for the target firm (Cadbury) to publish any new information, such as profits forecasts, or disposals or acquisitions, with which to further justify claims that the offer "undervalues the company".

Day 46: the last date available to Kraft to raise the offer (by the way, the bidder can increase its offer as many times as it likes up until this day, but cannot lower it). Most analysts think that Kraft is playing a long-game and has deliberately underpriced the shares to give it some headroom to increase the offer, especially if a rival does surface.

Day 60: The Big One: the date by which acceptances have to be in from shareholders to count toward the 50.01% needed to win control and effectively takeover Cadbury.

Other information:

A new bidder can enter the fight at any time up to Day 60, but then the 60-day clock starts all over again.

In friendly deals, the Takeover Panel may be willing to extend the 60-day deadline if it is asked to do so by the board of the target company.


Professor David Bailey works at Coventry University Business School.

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2 Comments

shampoo said:

surely we 'saved' RBS after its appalling corporate errors, in order to support British business and households? It was a means to an end. The point you raise is how we did it. Could we have hived off its UK operations and protected them, and let the rest - inlcuidng it's dodgy overseas property assets -fall? I don't know the intricacies of this - is that actually possible?

Nutty Bar said:

great blog! surely we need to make takeovers more difficult both to preserve control in the UK and to stop management wasting shaerholders' money on takeovers which usually fail?

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