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Bee Business Bee Mergers and Takeovers Tutorial

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The following are the key events in Kraft's takeover battle for Cadbury:

AUG 28, 2009 - Irene Rosenfeld, Kraft's chairman and chief executive, meets Cadbury's chairman Roger Carr to outline a takeover deal in cash and shares which valued Cadbury's shares at 755 pence each, but Carr dismissed the approach. The Kraft bid was worth 300p in cash and 0.2589 new Kraft shares for each Cadbury share.

SEPT 7 - Kraft goes public with the bid, but by this time the value of the same offer had slipped to 745p per Cadbury share, or £10.2bn. Cadbury promptly rejects the bid.

SEPT 12 - Cadbury's Carr in a letter to Rosenfeld again rejects the bid saying it was an "unappealing prospect" being absorbed into Kraft's "low growth conglomerate business".

SEPT 16 - Warren Buffett, the world's second richest man and a leading shareholder in Kraft with a 9.4pc stake, warned the US food group not to overpay for Cadbury.
Cadbury contacts the UK Takeover Panel to request a "put up or shut up" request be sent to Kraft, which would give a time frame for Kraft to come up with a formal bid.

SEPT 23 - Cadbury chief executive Todd Stitzer is reported at a Bank of America/Merrill Lynch conference as saying he saw some potential benefits from a Kraft deal and discussed valuations with investors, according to a note from the conference.
Cadbury's Stitzer says he does not believe Kraft's offer for his company made strategic or financial sense, while Cadbury said his previous remarks had been misconstrued to imply a softening of his views about a deal with Kraft.
UK Takeover Panel rules that Kraft has until 5pm on Nov 9 to make a formal offer for Cadbury or walk away for six months. Cadbury reiterates its rejection of the Kraft bid.
Cadbury posts upbeat third-quarter trading with underlying sales up 7pc as it raise its 2009 target for sales and profit margin growth. The shares fail to react as a counterbidder for Kraft is seen increasingly unlikely.

NOV 3 - Kraft's third-quarter results disappoint investors with weaker-than-expected revenue and as it cut its 2009 sales forecast. Rosenfeld says she will not overpay for Cadbury.

NOV 9 - Kraft formalises its bid at the same terms for Cadbury as the original approach - 300p in cash and 0.2589 new Kraft share for each Cadbury share - valued at 717p.

NOV 18 - Both Italy's Ferrero and Hershey said separately they were reviewing a possible bid for Cadbury but gave no assurance that either would make an offer.

NOV 23 - Cadbury shares hits all-time high of 819½p on speculation of a battle between Kraft and rivals for the British chocolate maker.

DEC 4 - Kraft posts its offer document to Cadbury shareholders starting off a two-month fight for the British group under UK takeover rules. Kraft says its bid is now worth 713p a share or £10.1bn.
Cadbury issues its official defence document promising bigger dividends and strong growth as Cadbury reminds its shareholders that Hershey and Ferrero may bid.

JAN 5, 2010 - Kraft sweetens bid with 60p more cash but cuts shares on offer to keep offer price unchanged.

JAN 12 - Cadbury reports robust trading and rejects the bid on valuation. Ferrero pulls out.

JAN 19 - Kraft seals a deal to buy Cadbury for £11.5bn.

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The following are the key events in Kraft's takeover battle for Cadbury: AUG 28, 2009 - Irene Rosenfeld, Kraft's chairman and chief executive, meets Cadbury's chairman Roger Carr to outline a takeover deal in cash and shares which valued Cadbury's shares at 755 pence each, but Carr dismissed the approach.

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Getting it Together

In the early 1990's, the structural adjustment program involved the liberalisation of the cocoa market in Ghana. A number of leading farmers, including a visionary farmer representative on the Ghana Cocoa Board, Nana Frimpong Abrebrese, came to realise that they had the opportunity to organize farmers, to take on the internal marketing function. This would mean that they could set up a company, to sell their own cocoa to the Cocoa Marketing Company (CMC), the state-owned company that would continue to be the single exporter of Ghana cocoa.

These farmers pooled resources to set up Kuapa Kokoo, a farmers' co-op, which would trade its own cocoa, and thus manage the selling process more efficiently than the government cocoa agents. Kuapa Kokoo - which means good cocoa growers - has a mission to empower farmers in their efforts to gain a dignified livelihood, to increase women's participation in all of Kuapa's activities, and to develop environmentally friendly cultivation of cocoa. The farmers who set up Kuapa Kokoo, were supported by Twin Trading, the fair trade company that puts the coffee into Cafédirect and SNV a Dutch NGO.

Kuapa Kokoo weighs, bags and transports the cocoa to market and carries out all the necessary legal paperwork for its members. Kuapa strives to ensure that all its activities are transparent, accountable and democratic.

It doesn't cheat the farmers by using inaccurate weighing scales, as other buying agents often do, and because it operates so efficiently, it can pass on the savings to its members. After seeing the benefits Kuapa gains for its members, more and more farmers want to join and the association now has upwards of 85,000 members organised in approximately 1257 village societies.

Pa Pa Paa - The Best of the Best

Cocoa from Ghana is of a high quality and trades at a premium on the world market. Kuapa Kokoo's motto is pa pa paa - which means the best of the best in the local Twi language. Kuapa's premium quality cocoa is now sold to chocolate companies around the world.

A Choc of One's Own

The cocoa farmers, who were already getting a Fairtrade price from some international customers, voted at their 1997 AGM to invest in a chocolate bar of their own. They decided that rather than aiming for the niche market where most Fairtrade products were placed, they would aim to produce a mainstream chocolate bar to compete with other major brands in UK.

A Brand New Day

Together with Twin, Kuapa helped set up The Day Chocolate Company in 1998, with the enthusiastic support of The Body Shop, Christian Aid and Comic Relief. The company was named in memory of Richard Day, a key member of the team at Twin that had helped Kuapa Kokoo develop its organisation.

The Department for International Development pulled out all the stops to guarantee Day's business loan, and NatWest offered sympathetic banking facilities.

Simply Divine

Divine Fairtrade milk chocolate, made from Kuapa's best of the best fairly traded cocoa beans was launched in October 1998 and by Christmas 1998, had made it onto the supermarket shelves . . .

A first for Fairtrade

The farmers' ownership stake in The Day Chocolate Company a first in the fair trade world, means that Kuapa Kokoo has a meaningful input into decisions about how Divine is produced and sold. Two representatives from Kuapa Kokoo are Directors on the company's Board, and one out of four Board Meetings every year is held in Ghana. As shareholders, the farmers also receive a share of the profits from the sale of Divine. This innovative company structure was recognised when Divine was awarded Millennium Product status.

Beans mean Business

In a ferociously competitive chocolate market worth almost £4 billion in the UK alone, being the new bar on the block can be a daunting prospect. But as so many people adore delicious chocolate, the potential for Divine's success is huge. There are hundreds of chocolate brands available in the UK, and the biggest companies spend up to 10% of their profit margins - tens of millions of pounds - in their fight to retain their brands' positions in the Chocolate Top Ten.

Divine has been developed to appeal to the British public's palate, and it tests favourably against all the market leaders. The UK has one of the highest per capita levels of consumption of chocolate in the world and therefore, even capturing a small proportion of thismarket translates into real benefits for cocoa farmers.

Even more Divine

In 2006, one of the original Day Chocolate founders The Body Shop made the brilliant decision to donate its shares in the Company to the members of Kuapa Kokoo - so now the farmers' cooperative has an even bigger stake in Divine. On 1st January 2007, Day Chocolate changed its name to Divine Chocolate Ltd to more closely align the company with our flagship brand, and the brand itself experienced a major redesign. We also got ourselves a fantastic new partner - the developmental finance organisation Oikocredit who invested in Divine, and it was through their backing that on February 14th 2007 the launch of Divine Chocolate Inc in the USA was announced... Another big year in the life of Divine!

Divine in the USA

Valentine's Day was a perfect moment to introduce chocolate lovers in the USA to heavenly chocolate with a heart! Kuapa farmer Comfort Kumeah flew to the States as a Kuapa ambassador and briefed staff on Capitol Hill about this extraordinary chocolate company and appeared on the pages of the Washington Times. As she said herself, "what an extraordinary example for other cocoa farming women". Divine in USA has flourished helped by a series of creative campaigns, partnering with high profile chefs and bakeries. In 2010 Kuapa Kokoo's first woman President met former USA President Jimmy Carter, and Divine has kept up its profile in USA with innovative launches like the first Fair Trade gelt for Chanukah, and the new Baking Range for Whole Foods.

The first Dividend is handed to Kuapa Kokoo

In the summer of 2007, having paid off original debts and loans, Divine Chocolate's Chairman took great pride in handing over the first Dividend cheque to the co-operative, at their Annual General Meeting. A great moment in chocolate history, and a big step towards achieving Divine's mission.

Divine is a catalyst for change

Having set out with an objective to catalyse change in the chocolate industry, it was a very important moment when Cadbury's made the decision to convert its leading brand Cadbury Dairy Milk to Fairtrade. Divine had succeeded in growing a market for Fairtrade chocolate, and creating a supply chain with the capacity to support a mainstream brand - and at that point Cadbury made its move, and Kuapa Kokoo started benefiting from the Fairtrade premium on cocoa bought for this product. The other major players Nestle and Mars have followed with their first Fairtrade steps, buying cocoa primarily from Cote D'Ivoire. In 2013 around 11% of all chocolate sold in the UK now carries the Fairtrade Mark. A really big step forward - but still a long way to go.

Meanwhile back in Ghana

The farmers who own Divine have been very driven and proactive about developing their organisation. They have grown the membership - now over 85,000 from 1257 village societies - and worked on internal systems to better manage and track such a huge widespread membership. They have invested the Fairtrade premium in developing farming communities and farming skills - focusing particularly on water, health, education and sanitation to improve standards of living. Kuapa Kokoo has also taken a lead on addressing child labour, and is piloting a number of environmental initiatives aimed at improving productivity and adapting to climate change. The Divine dividends have been invested in Kuapa Kokoo's business, and enabled farmers to have a new machete for each year's harvest. Today Kuapa Kokoo proudly produces up to 5% of Ghana's cocoa - that can be up to 640,000 sacks of cocoa a year!

Divine is going global!

Over the last decade Divine has grown in popularity around the world. You can now buy Divine across Scandinavia, in Netherlands, Czech Republic, and as far afield as South Korea, Hong Kong, Japan and Australia. The World of Divine is growing.

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In the early 1990's, the structural adjustment program involved the liberalisation of the cocoa market in Ghana. A number of leading farmers, including a visionary farmer representative on the Ghana Cocoa Board, Nana Frimpong Abrebrese, came to realise that they had the opportunity to organize farmers, to take on the internal marketing function.