If not Mondelez, then who?

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Speculation continues after snack and confectionery giant formally withdraws offer to acquire the Hershey Co..

I’m a big fan of punny headlines, but occasionally I do throw in a teaser headline. So, here’s a spoiler alert — I really don’t know who is contemplating acquiring The Hershey Co. or, even more to the point, whether it ever will be acquired. But all of us love speculating about the future and projecting various scenarios. In this instance, I’d like to share some history along with the speculation.

Earlier this week, Mondelez International’s Chairman and CEO Irene Rosenfeld officially announced that it will no longer pursue discussions with Hershey since “there is no actionable path forward toward an agreement… Our proposal to acquire Hershey reflected our conviction that combining our two iconic American companies would create an industry leader with global scale in snacking and confectionery and a strong portfolio of complementary brands.”

That, however, doesn’t mean Mondelez is done looking. As she added, “While we are disappointed in this outcome, we remain disciplined in our approach to creating value, including through acquisitions, and confident that our advantaged platform positions us well for top-tier performance over the long term.”

As those of us who have seen this scenario before can attest, it’s not easy to purchase a company that’s owned by a trust, particularly by a trust that actually controls the company.

The Hershey Trust Co., which was established by Milton Hershey in 1909, became the funding mechanism for the orphanage that Milton and Catherine Hershey founded that same year. The Milton Hershey School, as it’s known today, provides free schooling for needy boys and girls from kindergarten through high school.

Keep in mind that the board members of the Trust own 81 percent of the voting power behind The Hershey Co. Naturally, it’s the Hershey Co. that’s the revenue generator for the Trust. But being owned by a Trust doesn’t necessarily preclude a sale of The Hershey Co.

Those with a good memory can recall that it was the Trust that put The Hershey Co. on the block in 2002, citing a need to diversify its holding to ensure long-term financial stability, only to back off at the last minute after Wrigley outbid Cadbury Schweppes and Nestlé with a $12.5-billion bid.

The decision to walk away stemmed — in part — from a tremendous backlash from the local community as well as a temporary injunction from Pennsylvania’s attorney general in Daphne County Orphans court.

That episode, however, didn’t put an end to the Hershey For Sale saga. Given its command of the U.S. chocolate market, Hershey has always been a tempting target. When Cadbury revisited the scene in 2007, looking to merge with the company, the Trust put the kibosh on a potential deal, prompting an exasperated Rick Lenny, chairman and ceo at the time, to resign. Ironically, Cadbury was gobbled up by Kraft slightly more than two years later.

And that brings us to Mondelez today, which reportedly offered $25 billion for America’s chocolate leader. The Trust’s board rejected that offer. However, five of those members will be leaving, three by year’s end and two by 2017, thanks to — oh wait, doesn’t this sound familiar — a settlement following an investigation by Pennsylvania’s attorney general.

Based on Rosenfeld’s statement, Mondelez will continue to pursue other companies. Although companies such as Lotte and Ferrero have been mentioned by some as potential candidates, I realistically don’t see either being in the mix since I believe those two also want to be buyers. Besides, how big is too big?

But back to Hershey: I’m a bit on the fence on this one. In 2002, I wrote an editorial regarding the possible sale of the chocolate maker entitled, “What would Milton do?” Back then, I believed that Hershey should not be sold. Yes, the Trust having voting control remained an issue, but there were too many arguments to keep the status quo intact: heritage, local economy, jobs, management, etc.

Today, I admit, I initially waffled a bit, given the global economics involved. Nonetheless, I’m still not a fan of mega-mergers and acquisitions. Those so-called synergies typically lead to consolidation, corporate culture wars and consumer callousness. So what would Milton do? I think he’d keep the company independent and continue to make acquisitions. And he’d change either the voting clout of the Trust and/or its membership. And then he’d focus on making the best and most affordable chocolates and candies.

Source: Candy Industry