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Going Hostile

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“Financial buyers, who typically make up 30 to 40 percent of all transactions, are absent from the market, not that they don’t have money but they can’t raise financing to make their transactions work,” says Aguinaldo. “If you take out one-third to 40 percent of the financial buyers, you really have only 30 to 35 percent of the market out there looking for transactions.”

Even in good years, Aguinaldo says, hostile takeovers are not very common. “It is like forcing someone to a shotgun wedding,” he says. “You want both parties to be happy because they are going to be married after this.”

Another reason buyers have an advantage is the valuation of many firms remain depressed despite the recent rise in stock markets. A large firm may go in and make an offer, and when it is rejected they will go hostile. “There may be an incentive to go hostile now rather than wait until the company’s share price recovers,” Aguinaldo says.

Why are such deals so hard? Transatlantic hostile deals are not very common because of the possibility of a culture clash. According to the Financial Times, the last transatlantic hostile takeover for more than $1.7 billion occurred in 2006, when Goldman Sachs led a consortium to buy Associated British Ports. Even friendly cross-border mergers are difficult to pull off: The memory of Daimler’s acquisition of Chrysler is only one example of deals that failed for cultural reasons.

Sonnie says it is usually hard for companies to do a hostile takeover using all stock as the currency to fund the transaction. “There are institutional and other shareholders who would just as soon take a premium to the trading price in cash and move that money on to the next company,” she says. “But where it’s all stock, there’s not as much reason for investors to support the deal.”

Cadbury’s problem is that since Kraft’s offer was first made in September, a number of other potential suitors such as America’s Hershey have looked at the chocolate maker, but no company came forward to make a rival offer. Cadbury may have rejected the current Kraft offer on the table, but it may prove impossible to reject an improved offer.


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