Is A Hershey – Mondelez Merger Sweet Enough?

Is A Hershey – Mondelez Merger Sweet Enough?

Hershey shares pulled back on Friday after the company said it had rejected a buyout bid from Mondelez International. The bid was worth $23 billion or $107 per share.  Analysts were quick to issue reports on the proposal, with topics ranging from what Mondelez’s motives might be in making an offer to whether a deal might actually come out of the rejected bid.

Why did Mondelez approach Hershey?

One of the more interesting musings is whether Mondelez is seeking to draw out a potential suitor. JPMorgan analysts believe it’s possible and that Kraft Heinz may be interested, although neither Mondelez nor Kraft Heinz has said anything about being interested in a combination. They said previously that they didn’t think Kraft Heinz was ready to make another acquisition, but now they believe the most recent merger may be going more quickly than either company thought it would. They add that Mondelez may be trying to force Kraft Heinz’s hand “sooner than later.”

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The JPMorgan team explains that if Mondelez is seeking a bid from Kraft Heinz, its management might be concerned that fundamentals might disappoint going forward. They believe emerging markets aren’t doing as well as Mondelez had expected and emphasize that they are simply weighing in on what the company might be intending to do.

Modelez may be trying to protect itself

Barclays analysts take the opposite view of Mondelez’s approach of Hershey. Rather than trying to force a bid from Kraft Heinz, they suggest that acquiring Hershey might be a defensive move rather than an offensive one. By acquiring the chocolate maker, the company could make itself too big for another food company to gobble up. It has been widely speculated that Kraft Heinz was interested in acquiring Mondelez.


Another possibility they suggest is that Mondelez sees this being as an opportunistic time to pursue Hershey because its challenges in terms of “domestic competition and macro-related disruptions in its international portfolio” are widely known. From a strategic standpoint, they note that Hershey would give Mondelez a “premier and high-margin confectionary business in the U.S. that would likely prove highly complementary to its existing Nabisco unit, enable the unification of Cadbury globally, and enhance the company’s already robust domestic distribution network.” Conversely, Mondelez could also leverage its international scale to boost Hershey’s international operations.

Barclays’ other suggestions are similar to those posited by JPMorgan. One is that Mondelez is trying to use its balance sheet to offset its own challenges. The other is that it is testing the waters and potentially trying to become a buyout target itself.

A Mondelez – Hershey combination is unlikely

Citi analysts see a merger of Mondelez and Hershey as being unlikely. One reason is because the Hershey Trust holds 80% voting control of the chocolate maker, and Morgan Stanley analysts note that the trust has opposed a sale of the company in the past. However, even if the trust approves of a combination, they’re unsure the deal would get past the Pennsylvania Attorney General. Morgan Stanley also corroborates this, pointing out that after Hershey’s failed sale to Wrigley in 2002, officials passed legislation giving them greater authority to stop a transaction “if proven to violate trustees’ fiduciary duties.”

However, should a deal between Mondelez and Hershey become a reality, Morgan Stanley analysts believe that Nestle might look into getting back the rights to its KitKat license in the U.S., which The Wall Street Journal estimates to be worth $3 billion.

Shares of Hershey slipped by as much as 1.4% to $111.90, while Mondelez shares slipped by as much as 0.48% to $45.29 during regular trading hours on Friday.


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