The Takeover Panel has publicly criticised Kraft Foods over the handling of its takeover of Cadbury in a shock move that has cost the US company’s leading adviser his future job at the City regulator.
By Jonathan Sibun
His withdrawal follows the Panel’s first public criticism of a company in nearly three years after it rebuked Kraft for suggesting it would reverse the planned closure of Cadbury’s factory in Somerdale, near Bristol.
The Panel criticised Kraft, saying it “did not know” the details of the planned factory closure. “Kraft’s belief, no matter how well-intentioned, was… not a belief which Kraft had a reasonable basis for holding.”
The regulator highlighted talks between Kraft and Cadbury – held the day before the UK group’s board recommended the takeover offer – in which Kraft was informed that the planned closure was “well advanced”.
“However, Kraft did not take this opportunity to seek further information from Cadbury in order to establish whether the closure was so far advanced that it was unrealistic to reverse it,” the Panel said.
The regulator also spelled out Lazard’s failings. While it said the bank had made clear to its client that it would need a “reasonable basis” for its Somerdale claim, it added that Lazard should “have made further enquiry of Kraft”.
However, the Panel said that while it was “unfortunate” Lazard “failed to discharge fully its responsibilities”, it considered the primary failings to be Kraft’s. It concluded: “Lazard’s conduct was not sufficient to merit public criticism.”
Marc Firestone, general counsel at Kraft, said: “The Panel has confirmed that we acted in good faith… We recognise that our “statement of belief” created uncertainty… We have decided to accept publication of the Panel’s decision.”
Phil Remnant will stay on as acting Panel director until a replacement is found. Mr Kiernan will remain with Lazard.