Kraft turns hostile in $16 billion bid for Cadbury

By David Jones and Brad Dorfman

LONDON/CHICAGO (Reuters) - Kraft Foods Inc chief Irene Rosenfeld refused to sweeten her $16.2 billion offer for candy maker Cadbury Plc and took the bid directly to shareholders on Monday, setting the stage for a takeover battle that could last up to three months.

North American food giant Kraft repeated on Monday the cash and shares terms of its original offer, which Cadbury rejected two months ago, and formalized the bid to meet a UK Takeover Panel deadline. The bid is now worth about 5 percent less after a fall in Kraft shares.

Cadbury lost no time rejecting the hostile bid as a "derisory offer," as Chairman Roger Carr termed it. Cadbury investors also said they would not countenance the offer without a substantial sweetener, to at least 800 pence per share from the current deal value of 709 pence per share.

"They need to raise the bid from here to be successful and they don't seem willing to do that," one top 10 investor in Cadbury told Reuters. "If there is 8 pounds plus on the table, it is going to be difficult for Cadbury shareholders to walk away from that."

A source familiar with the situation said this was not likely to be the final offer from Kraft, which was committed to making a case to shareholders after having given up on an endorsed offer from Cadbury's board.

"This just starts a new clock ticking," the source said, adding that Kraft had made no effort to hold talks with Cadbury in recent weeks.

Rosenfeld has repeatedly insisted she will not overpay for Cadbury and has a history of sticking to her guns for Kraft. Cadbury's Chief Executive Todd Stitzer has said a link-up with Kraft made no strategic sense and that it has a strong future as an independent candy maker.

Cadbury is the world's second-largest confectionery group and the maker of Dairy Milk chocolate. Kraft is No. 5, with Toblerone, Cote D'Or, Terry's and Suchard, in addition to food brands such as Velveeta cheese and Maxwell House coffee. Combined, they would edge out privately owned Mars-Wrigley from the global No. 1 confectionery spot.

A CADBURY VALENTINE?

Kraft now has 28 days to post its official offer document to Cadbury shareholders, which will then trigger the 60-day bid timetable under British takeover rules.

That would mean Kraft would know if it has won over Cadbury shareholders shortly before Valentine's Day.

Cadbury appeals to Kraft because confections are a higher margin, faster growth business than some of Kraft's packaged food lines such as cheese. Cadbury would also help expand Kraft's business into faster-growing markets such as India.

"Kraft's offer does not come remotely close to reflecting the true value of our company and involves the unattractive prospect of the absorption of Cadbury into a low-growth conglomerate business model," Cadbury's Carr said.

Kraft's deal proposal valued Cadbury shares at 717 pence based on the closing price of Kraft's shares on Friday, but was already down to 709 pence based on Kraft's trading on Monday. When disclosed on September 7, the bid was at 745 pence per share.

Kraft also said on Monday that it secured a $9.2 billion bridge loan to help finance its bid for Cadbury, giving it room to raise the cash portion of the offer.