Hershey Media Report 6/30/16-7/6/16

Client Attorney Privileged/Attorney Work Product/At Request of Counsel

National Coverage

1. Why Hershey Sale Is Unlikely

   Jul 5, 2016 | Wall Street Journal

   By Ronald Barusch
   
   
   Hershey Co. shareholders salivating over the prospect of a rich cash-and-stock deal with Mondelez International Inc. may go hungry.
2. Hershey Trust Holds Key

   Jul 4, 2016 | Wall Street Journal

   For Mondelez to succeed in its bid, it must persuade secretive shareholder Snack maker Mondelez International Inc. or any other potential bidder for Hershey Co. is up against not only a board that indicated it doesn't want to sell, but a secretive, controlling shareholder -- and the state's top law officer.
3. Expecting a Sweet Deal for Hershey? You May be Disappointed — Dealpolitik

   Jul 5, 2016 | Wall Street Journal

   By Ronald Barusch
   
   
   Hershey Co. shareholders salivating over the prospect of a rich cash-and-stock deal with Mondelez International Inc. may go hungry.
4. Another Hershey Deal May Come Unwrapped. Maybe It Should.

   Jul 5, 2016 | New York Times

   By Steven Davidoff Solomon
   
   
   The success of Mondelez International’s $23 billion bid for the Hershey Company will depend on the charitable trust that controls the chocolate bar maker. After the Viacom imbroglio, this is yet another example of how a controlling interest can see to it that economics are secondary to politics and relationships.
5. Hershey’s trust must weigh the case for Mondelez deal

   Jul 3, 2016 | Financial Times

   By Lindsay Whipp
   
   
   It started with a kiss — a Hershey’s Kiss. And from there the eponymous company grew into one of the world’s best-known manufacturers of chocolate. But founder Milton Hershey did not leave a legacy based only on confectionery.
6. Hershey chocolate firm, its controlling trust in crisis, now faces takeover

   Jun 30, 2016 | Philadelphia Inquirer

   By Bob Fernandez
   
   
   Shares in the Hershey Co. chocolate giant are surging on Thursday on reports that Mondelez International Inc. has made an offer to acquire the central Pennsylvania company.
7. 'Sweetest' town clings to Hershey, adding to takeover hurdles

   Jul 5, 2016 | Reuters

   By Koh Gui Qing
   
   
   The town of Hershey, Pennsylvania, calls itself the "sweetest place on earth." But if chocolate giant Hershey Co. considers any new acquisition offer in the coming weeks, it could face bitter opposition from some in its namesake town, where residents have prospered from its presence and tend to be fierce defenders of its independence.
8. Heard on the Street: Overheard

   Jul 5, 2016 | Wall Street Journal

   The sweetest place on earth isn't the biggest place on earth. That fact had to be going through the minds of executives at Mondelez International when their company made a quickly rebuffed offer Thursday to acquire Hershey Foods and to move its headquarters to Hershey's hometown, too.
9. Hershey bid must win state AG approval

   Jul 4, 2016 | Wall Street Journal

   By Annie Gasparro and Julie Jargon
   
   
   Snack maker Mondelez International or any other potential bidder for Hershey is up against not only a board that indicated it doesn’t want to sell, but a secretive, controlling shareholder — and the state’s top law officer.
10. Hershey kisses off competitor bid from Oreo maker Mondelez

    Jul 1, 2016 | Associated Press

    By Candice Choi
    
    
    Hershey on Thursday rejected a takeover offer from Oreo maker Mondelez that would bring some of the world's best known cookies and chocolates under one company.
11. Hershey makes tempting but sticky takeover target

    Jun 30, 2016 | Reuters Blog

    By Kevin Allison and Robert Cyran
    
    
    Hershey is a tempting but sticky takeover target for Oreo maker Mondelez. The iconic $25 billion U.S. chocolatier has long belonged with Mondelez’s Cadbury business. Mondelez Chief Executive Irene Rosenfeld appears to sniff sweet opportunity as the charitable trust that blocked bids for Hershey in the past is roiled by scandal, and rival Kraft Heinz is still digesting its own mega-deal. Even so, Hershey won’t come cheaply.
12. Snack Giant Mondelez Makes Takeover Bid for Hershey

    Jun 30, 2016 | Wall Street Journal

    By LIZ HOFFMAN, DANA MATTIOLI and DANA CIMILLUCA
    
    
     Mondelez International Inc. made a roughly $23 billion bid for Hershey Co. in an effort to create the world’s largest candy maker at a time when both companies’ sales are under pressure.
13. Mondelez and Hershey: The Hunter Could Be the Prey

    Jun 30, 2016 | Wall Street Journal

    By MIRIAM GOTTFRIED
    
    
    Mondelez International has turned its sweet tooth on Hershey. But another company may be salivating over Mondelez.
14. Mondelez offers to buy chocolate giant Hershe

    Jun 30, 2016 | CBS News

    By Jonathan Berr
    
    
    Mondelez International (MDLZ) will have a battle on its hands if it is to succeed in acquiring Hershey (HSY), a deal that would create the world's largest candy maker.
15. Hershey Board Rejects $23 Billion Takeover Bid From Mondelez

    Jun 30, 2016 | Bloomberg

    By Craig Giomonna, Ed Hammond, Jordyn Holman
    
    
    Hershey Co. snubbed a preliminary takeover offer from Mondelez International Inc. for $107 a share in cash and stock, turning down a deal that would have created the world’s largest candy company.
16. Nuts To That; Hershey Rejects Kiss From Chocolate Competitor

    Jun 30, 2016 | Associated Press

    By Candice Choi
    
    
    NEW YORK (AP) -- Hershey says it rejected a takeover offer from Oreo maker Mondelez that would bring some of the world's best known cookies and chocolates under one company.
17. The Morning Ledger: Hershey Spurns $23 Billion Mondelez Bid Proposal

    Jul 1, 2016 | Wall Street Journal

    By Maxwell Murphy
    
    
    Good morning. Mondelez International Inc. made a roughly $23 billion bidfor Hershey Co. in an effort to create the world’s largest candy maker at a time when both companies’ sales are under pressure. Mondelez, which makes Oreo cookies and Cadbury chocolate bars, recently sent a letter to Hershey proposing a tie-up at $107 a share, half in cash and half in stock. Hershey’s board unanimously rejected the bid Thursday and said it “provided no basis for further discussion.”
18. Mondelez makes takeover bid for Hershey, according to report

    Jun 30, 2016 | Chicago Tribune

    Mondelez International, the Deerfield-based global snack-food company known for brands like Oreo and Ritz Crackers, has made a bid to acquire Hershey, according to a Wall Street Journal report Thursday. The report said that Mondelez would move its headquarters to Pennsylvania if the deal is consummated.
19. Mondelez makes takeover bid for Hershey: source

    Jun 30, 2016 | Reuters

    By Lauren Hirsch
    
    
    Mondelez International Inc (MDLZ.O), the maker of Oreo cookies and Cadbury chocolates, has made a takeover bid for chocolate and sugar confectionery company Hershey Co (HSY.N), a person familiar with the matter said on Thursday.
20. Mondelez Said to Have Approached Hershey With Takeover Offer

    Jun 30, 2016 | Bloomberg

    By Ed Hammond and Craig Giammona
    
    
    Mondelez International Inc. made a takeover offer for Hershey Co., according to a person familiar with the matter, a deal that would create the world’s largest candy maker.
21. Oreo-Maker Mondelez Launches Takeover Bid for Hershey: Report

    Jun 30, 2016 | CNBC

    Mondelez -- makers of Oreos, Chips Ahoy cookies and Cadbury bars -- launched a takeover bid for chocolate king Hershey on Thursday, according to reports in the Wall Street Journal.
22. Hershey stock soars after report of Mondelez takeover bid

    Jun 30, 2016 | Associated Press

    Shares of Hershey are soaring after a report that it could be taken over by Oreo cookie maker Mondelez International.
23. Hershey looks too sweet for Mondelez to resist

    Jul 1, 2016 | Financial Times

    By Lindsay Whipp in Chicago, Scheherazade Daneshkhu and Arash Massoudi
    
    
    Activist investor Nelson Peltz was positively scathing when he first took aim at one of the US’s most prominent confectionery companies. “The name Mondelez, I hate. It sounds like a disease,” he said in 2013.
24. CMO Today: Mondelez Wants Hershey, And Maybe Its Brand Too

    Jul 1, 2016 | Wall Street Journal

    By Mike Shields
    
    
    HERSHEY KISS: Mondelez International, maker of food products like Oreo and Ritz,made a $23 billion bid for Hershey Co., reports The Wall Street Journal. Besides creating a company that has all the makings of a six-year-old’s ideal dinner (cookies, crackers and chocolate), the potential maneuver could yield an interesting marketing twist: Mondelez, a company with a name that nobody gets, offered to assume the beloved brand of Hershey (one that practically evokes childhood), CMO Today reports.
25. Hershey shares make sweet jump on report of Mondelez bid

    Jun 30, 2016 | USA Today

    By Hadley Malcolm
    
    
    Investors think a merger between two of the largest snack companies in the U.S. would be pretty sweet.
26. Hershey shares pop 21 pct on report of Mondelez takeover bid

    Jun 30, 2016 | CNBC

    By Christina Cheddar Berk
    
    
    Hershey reopens after halting 2 Hours Ago.
27. Mondelez's move on Hershey sends shivers through cocoa market

    Jul 1, 2016 | Reuters

    By Luc Cohen
    
    
    When Olam International agreed to buy rival Archer Daniels Midland Co's cocoa processing business in December 2014, catapulting it into the top echelon of bean buyers, confectioners worried about its outsized power over prices.
28. Hershey rejects Mondelez buyout, but more offers may be coming

    Jul 1, 2016 | Philadelphia Inquirer

    By Bob Fernandez
    
    
    The Hershey Co. candy giant Thursday rejected a takeover bid from Oreo-maker Mondelez International Inc. that would have kept the combined firm's chocolate operations in Hershey, Pa.
29. Prospective Hershey Suitors Face Numerous Unusual Hurdles

    Jul 1, 2016 | Wall Street Journal

    By ANNIE GASPARRO and JULIE JARGON
    
    
    Snack maker Mondelez International Inc. or any other potential bidder for Hershey Co. is up against not only a board that indicated it doesn’t want to sell, but a secretive, controlling shareholder—and the state’s top law officer.
30. Trust Holds the Key to Whether a Bid for Hershey Succeeds This Time

    Jun 30, 2016 | New York Times

    By Leslie Picker, Stephanie Strom and Michael J. de la Merced
    
    
    For the better part of the last century, there has been one major hurdle whenever Hershey Company was on the verge of a major deal: a charitable trust that controls about 81 percent of the voting power.
31. Hershey Co. (HSY) Stock Price Soars On Mondelez International Inc. (MDLZ) Takeover Bid Report

    Jun 30, 2016 | International Business Times

    Hershey Co.’s share price jumped 21 percent Thursday morning, touching a record high of $117.79, amid news that Mondelez International Inc., the maker of Oreo cookies and Cadbury chocolates, has made a takeover bid for the company.
32. Mondelez's bid may find gaps in Hershey's armor

    Jul 1, 2016 | Reuters

    By Lauren Hirsch and Lisa Baertlein
    
    
    An elaborate structure put in place to preserve Hershey Co's ties to its local community has been roiled by scandal, creating an opening that Mondelez International Inc seized on to launch a $23 billion for the chocolate giant.
33. Hershey’s Trust Has History of Vetoing Deals

    Jun 30, 2016 | Wall Street Journal

    By Annie Gasparro
    
    
    The roughly $23 billion bid for Hershey Co. by snack maker Mondelez International Inc.won't happen without the approval of the chocolate maker’s largest shareholder.
34. A Hershey Sale Wouldn't Sour Regulators

    Jul 1, 2016 | Bloomberg

    By Gillian Tan and Rani Molla
    
    
    Rejection hurts, and for a Mondelez-Hershey deal to come together, there's a lot that has to fall in line. But as for antitrust concerns, there's nothing to see here.
35. Fate of Megadeal for Hershey Rests With Scandal-Plagued Trust

    Jun 30, 2016 | New York Times

    By Craig Glammona
    
    
    Holding the key to the sale of America’s second-biggest candy company is a scandal-scarred, $12 billion charity that all but owns Hershey, Pennsylvania.
36. Hershey rejects mega-bid to create the world’s biggest candy company

    Jun 30, 2016 | Washington Post

    By Drew Harwell
    
    
    Chocolate giant Hershey has rejected a takeover bid that would have created the world’s largest candymaker, a rare rebuttal in a food industry increasingly marked by mega-deals.
37. Hershey Should Give In to Temptation

    Jun 30, 2016 | Bloomberg

    By Tara Lachapelle and Gillian Tan
    
    
    Snacks giant Mondelez made a bid for Hershey, the $24 billion maker of the iconic American chocolate bar. Many will tell you that any offer is dead on arrival because Hershey is controlled by a family trust that's long been opposed to selling the company. (Indeed, Hershey put out a statement Thursday afternoon saying it rejected Mondelez's $107-a-share offier.)
38. Candy maker Mondelez opens takeover bid for Hershey’s: Report

    Jun 30, 2016 | The Washington Times

    By Ken Shepherd
    
    
    Mondelez International is reportedly attempting a buyout of chocolate maker Hershey‘s.

Trade Coverage

39. Why Mondelez craves Hershey

    Jul 5, 2016 | Crain's Chicago Business

    By Joe Cahill
    
    
    Mondelez International's bid for Hershey confirms that there are now two kinds of companies in the packaged foods business: 3G Capital and 3G imitators.
40. Hershey Rejects Mondelez's $23 Billion Takeover Bid

    Jun 30, 2016 | Fortune

    By John Kell
    
    
    It would bring Oreos and Hershey bars together.
41. 5 Things To Know About Mondelez's Rejected Hershey Bid

    Jun 30, 2016 | Forbes

    By John Kell
    
    
    The Big Food industry saw a mega deal get rejected on Thursday. Chocolate maker Hershey’s board firmly rejected a $23 billion cash-and-stock offer from snacking giantMondelez. A potential deal would have united Hershey’s namesake chocolates, Reese’s, and Kisses with Mondelez’s Nabisco, Oreo, and Cadbury.
42. Hershey's Trust Has History of Vetoing Deals

    Jun 30, 2016 | Nasdaq.com

    By Annie Gasparo
    
    
    The roughly $23 billion bid for Hershey Co. by snack maker Mondelez International Inc. won't happen without the approval of the chocolate maker's largest shareholder.
43. Why Shares of Hershey (HSY) Are Surging Today

    Jun 30, 2016 | Zacks

    By Adam Clark
    
    
    According to a report from the Wall Street Journal, snack-food giant Mondelez International Co. MDLZ has made an offer to purchase Hershey Co. HSY, which skyrocketed shares of the company Thursday. HSY rose more than 21% Thursday morning, before setting a little over 15% around 12 PM ET.
44. Hershey (HSY) Rejects Mondelez (MDLZ) Takeover Offer

    Jun 30, 2016 | StreetInsider.com

    The Hershey Company (NYSE: HSY) confirmed that it had received a preliminary, non-binding indication of interest from Mondelēz International (Nasdaq: MDLZ) to acquire the Company for a mix of cash and stock consideration, totaling $107 a share of Hershey common stock. The indication of interest also included other non-monetary considerations.
45. RBC says Hershey sale to Mondelez unlikely, but bid may spur more cost action

    Jun 30, 2016 | The Fly

    RBC Capital analyst David Palmer said he views it as "extremely unlikely" that the Hershey (HSY) board and the Hershey Trust will reach a deal to sell the company to Mondelez (MDLZ) after rejecting the latter's indication of interest, though he does believe that the bid may encourage Hershey to take more aggressive cost reduction actions. However, such cost reduction potential would be bullish to Hershey at levels before the M&A speculation, but is "less compelling" at the stock's current levels, said Palmer. RBC has a Sector Perform rating on Hershey and an Outperform rating on Mondelez.
46. Mondelez Could Be Looking to Gobble Up Hershey

    Jun 30, 2016 | MorningStar

    By Erin Lash
    
    
    According to several media outlets, wide-moat Mondelez International (MDLZ)has made a bid to acquire Hershey (HSY), the leading U.S. chocolate manufacturer with more than 45% share of the domestic market.
47. Hershey Bid Offers Mondelez a Chance to Ditch Bittersweet Name

    Jun 30, 2016 | ADVFN.com

    By Dow Jones News
    
    
    Could there be a sweet byproduct from Mondelez's proposed $23 billion takeover of Hershey?
48. Cadbury and Oreo-maker Mondelez reportedly making bid to buy Hershey's

    Jun 30, 2016 | Guardian Web

    Food Inc may be about to get even bigger: according to reports, Mondelez, the multi-billion dollar company behind Cadbury’s, Oreo and some of the world’s biggest brands, is trying to buy Pennsylvania-based American chocolatier The Hershey Company.
49. Would a Mondelez-Hershey Merger Raise Antitrust Concerns?

    Jun 30, 2016 | CSP

    DEERFIELD, Ill., and HERSHEY, Pa. -- In what would be a “blockbuster deal uniting two of the world’s best-known candy makers,” but which could spark antitrust concerns, snack maker Mondelez International Inc. made a bid to buy chocolate maker Hershey Co., reported The Wall Street Journal.
50. Consumer Staples ETFs Pop on Hershey Takeover Bid

    Jun 30, 2016 | Nasdaq.com

    By Tom Lydon
    
    
    Consumer staples exchange traded funds led U.S. sectors Thursday after Mondelez International (NasdaqGS: MDLZ), the company behind Oreo cookies and Cadbury chocolates, made a takeover bid for confectionery firm Hershey Co.
51. The Mondelez Bid For Hershey Was Never Serious

    Jun 30, 2016 | Benzinga

    By Spencer Israel
    
    
    Mondelez International Inc's MDLZ 5.91% bid to acquire Hershey Co HSY 16.83% at $107 per share was unanimously rejected by the central Pennsylvania company's board.
52. Hershey Shares Surge 20% On Report That Mondelez Wants To Take It Over

    Jun 30, 2016 | Forbes

    By Maggie McGrath
    
    
    How sweet it is to be wanted.
53. Shares of Hershey Are Soaring on Report Mondelez Wants to Buy It

    Jul 6, 2016 | Fortune

    By John Kell
    
    
    It would bring Oreos and Hershey bars together.
54. Mondelez Reportedly Wants to Buy Hershey

    Jun 30, 2016 | AdAge

    By Jessica Wohl
    
    
    Mondelez International Inc. is reportedly eager to buy Hershey Co., a deal that has the potential to increase the Oreo maker's focus on confections and give Hershey the infrastructure it needs to expand internationally.
55. Cadbury’s parent company made a takeover bid for Hershey’s

    Jun 30, 2016 | Quartz

    By Chase Purdy
    
    
    Global snack food giant Mondelez International has made a bid to acquire the Pennsylvania-based confectioner the Hershey Company, according to multiple media reports.
56. 3 Reasons Mondelez May Have Just Made a Very Sweet Offer for Hershey

    Jun 30, 2016 | TheStreet

    Hershey's business may be looking too sweet to for one fellow food giant to ignore.
57. Hershey (HSY) Stock Soars on Takeover Bid

    Jun 30, 2016 | TheStreet

    By Rachel Graf
    
    
    Shares of Hershey (HSY) are soaring 17.69% to $114.32 on heavy trading volume Thursday morning as snack-food giant Mondelez (MDLZ) has made an offer to purchase the chocolate producer, the Wall Street Journal reports.
58. No Deal: Hershey Rejects Mondelez’s Takeover Offer

    Jul 1, 2016 | Market Realist

    By Sue Miller
    
    
    Mondelez International (MDLZ), maker of Cadbury chocolates and Oreo cookies, sent a proposal to Hershey Company (HSY) for a takeover bid offer. As reported by the Wall Street Journal in the morning on June 30, Mondelez sent a preliminary letter of proposal to Hershey stating a takeover bid of $23 billion—valuing its shares at $107 per share. The Wall Street Journal cited the sources as “people familiar with the matter.” The bid was for 50% cash and 50% stock.
59. Is A Hershey – Mondelez Merger Sweet Enough?

    Jul 1, 2016 | Value Walk

    By Michelle Jones
    
    
    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.
60. More Squawk from Jim Cramer: Mondelez Offer for Hershey (HSY) ‘Way Too Low’

    Jul 1, 2016 | TheStreet

    By Kaya Yurieff
    
    
    Shares of Hershey (HSY) are down 1.74% to $111.51 on Friday afternoon after the chocolate giant rejected a $23 billion takeover offer from snack food company Mondelez (MDLZ) yesterday.
61. Hershey: Can Mondelez Make Its Deal Dream a Reality?

    Jul 1, 2016 | Barrons

    By Ben Levisohn
    
    
    Credit Suisse analyst Robert Moskow and team consider what Mondelez International(MDLZ) would need to do in order to make a purchase of Hershey (HSY) a reality:
62. RBC Capital Provides Insight on Mondelez Rejected Takeover Bid for Hershey Co

    Jul 1, 2016 | Bidness ETC

    Late yesterday, Hershey Co. (NYSE:HSY) rejected Mondelez International’s bid to acquire it in in a cash-plus-stock deal. The acquirer also offered to make Hershey, Pennsylvania its new global headquarters, along with a promise to protect all the jobs, in an attempt to win the confidence of Hershey Trust Company, which has over 81% of the voting power. RBC capital believes that the proposal could have provided greater cost-cutting incentives at the target company.
63. Rejected Mondelez-Hershey Deal Could Have Recast Global CPG Industry

    Jun 30, 2016 | BrandChannel

    By Dale Buss
    
    
    Whether this is another urgent consolidation move within Big Food to cope with seismic industry changes or a way to take a huge new step into a bright future—or both—Mondelez has shaken up the food and beverage business today with reports of its offer to acquire Hershey.
64. Mondelez's bid for Hershey – 5 things to know

    Jul 4, 2016 | Just-Food

    By Katy Askew
    
    
    Hershey turned down a takeover approach from Mondelez International last week (30 June). At US$107 per share, the cash-and-shares offer valued the Reese's Pieces maker at approximately US$22.83bn.
65. Analysts suggest Hershey's 'no' may not dissuade Mondelez

    Jul 5, 2016 | Central Penn Business Journal

    By Roger DuPuis
    
    
    The Hershey Co. may have fended off a takeover proposal from snack food giant Mondelez International, but analysts suggest we may not have heard the last from those looking to buy the chocolate maker.
66. Mondelez and Hershey Would not 'Taste Great Together'

    Jul 5, 2016 | TheStreet

    By Chris Laudani
    
    
    Last week Mondelez (MDLZ) launched a bid of $107 a share for chocolate maker Hershey (HSY). Hersey rejected the offer, but the stock traded higher anyway, as investors are anticipating a sweeter deal to come. Hershey shares rose almost 16% on the news. I believe HSY investors should take profits off the bounce. This deal would be a disaster.
67. Mondelez: Dreaming the Impossible Dream With Hershey Bid

    Jul 6, 2016 | Barron's

    By Ben Levisohn
    
    
    Susquehanna’s PabloZuanic and Svetozar Stefanovic explain why Mondelez’s (MDLZ) bid for Hershey (HSY) will almost certainly fail:
68. A Mondelez Takeover Could Damage Hershey Forever

    Jul 6, 2016 | Seeking Alpha

    Last week, The Hershey Co. (NYSE:HSY) received a surprise takeover bid, propelling the stock price of the already optimally-priced company further through the roof. When I saw the takeover bid was from Mondelez International (NASDAQ:MDLZ), my heart dropped.
69. Have a break

    Jul 6, 2016 | Breakingviews

    By Kevin Allison
    
    
    The humble Kit Kat bar could give the finger to most of Hershey’s suitors. The U.S. candy company, which rejected a $23 billion bid from Cadbury owner Mondelez last week, licenses the British snack from Nestlé, which could take the American rights back if Hershey is sold. The arrangement gives the Swiss food group leverage to play kingmaker.

Local

70. Reuters visits Hershey, finds residents oppose takeover of their hometown company

    Jul 5, 2016 | Lancaster Online

    By Tim Stuhldreher
    
    
    The Hershey Co. has a one-of-a-kind relationship with its local community, a mutually beneficial symbiosis that has made Hershey one of the most prosperous towns in central Pennsylvania.
71. What is the Hershey Trust and does it have anything to do with chocolate?

    Jun 30, 2016 | Penn Live

    By Teresa Bonner
    
    
    The Hershey Trust Co. is the entity that manages the Milton Hershey School Trust, the $12 billion endowment created by Milton Hershey to provide for the Milton Hershey School, a private boarding school for children from low-income families in Derry Township.
72. The Hershey Company: a brief history

    Jun 30, 2016 | Penn Live

    Here's a quick look at the history of The Hershey Company:
73. Reports: Hershey rejects takeover bid

    Jun 30, 2016 | Penn Live

    By Nick Malawskey
    
    
    According to Fortune, the Hershey board has rejected a bid from Mondelez to sell the iconic Hershey Co.
74. Hershey and Mondelez: What you need to know

    Jun 30, 2016 | Central Penn Business Journal

    By Roger DuPuis
    
    
    Here is the latest on Thursday's developments in Mondelez International Inc.'s bid to take over The Hershey Co.
75. Hershey Co. rejects $23B takeover offer from maker of Oreos

    Jun 30, 2016 | Lancaster Online

    By Tim Mekeel
    
    
    The Hershey Co.’s board of directors on Thursday unanimously rejected a $23 billion takeover offer.
76. Mondelez launches takeover bid for Hershey: report

    Jun 30, 2016 | Chicago Business Journal

    By Peter Frost
    
    
    Mondelez International is attempting to buy chocolate company Hershey in a deal that would move Mondelez's global chocolate headquarters to Pennsylvania and rename the company Hershey, the Wall Street Journal reported, citing people familiar with the deal.
77. Hershey stock prices soar with takeover bid reports

    | Penn Live

    By Barbara Miller
    
    
    Hershey stock is at its highest point in a year, thanks to the reports of a takeover bid by the owner of Nabisco, Cadbury and other brands.
78. Mondelez won't confirm Hershey takeover report

    | Central Penn Business Journal

    By Roger DuPuis
    
    
    Is the maker of Oreos and Triscuits looking to acquire the iconic Hershey brand? Despite media reports this morning, Mondelez International Inc. isn't saying much so far.
79. Hershey board rejects takeover bid from rival Mondelez

    Jul 1, 2016 | Village Sun Times

    By Max Garcia
    
    
    Mondelez's takeover bid for Hershey, which had a $21 billion market value on Thursday, could've been a blockbuster move bringing together the world's second- (Mondelez) and fifth-largest (Hershey) confectionery makers together, the WSJ reports. These two companies have the top five sweets in the whole world and Mondelez is desperate to expand its global footprint.
80. Oreo Manufacturer Tried Buying Chocolate Giant Hershey and Failed Miserably

    Jul 2, 2016 | New York South East Post

    Hershey said it had rejected a $US23 billion preliminary offer by Mondelez International that would seek to expand the latter's limited United States footprint and create the world's largest confectioner.
81. Expect higher bids for Hershey Co. from Mondelez

    Jul 4, 2016 | Financial Post (Canada)

    By Jonathan Ratner
    
    
    A compelling case for Mondelez International Inc.'s US$23 billion takeover offer for Hershey Co. can be made for both sides.
82. Will the Hershey legacy endure?

    Jul 5, 2016 | Toronto Star

    By Jennifer Wells
    
    
    In photographs a smiling Milton Snavely Hershey was a vision of kindliness. Always mustachioed, often favoring a straw boater, his waistcoat strained at the buttons, Hershey exuded paternalism and, as the world quickly learned, a flare for outsized philanthropy.

Broadcast Media

83. Closing Bell

    Jun 30, 2016 | CNBC

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23293124?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
84. Bloomberg Markets

    Jun 30, 2016 | Bloomberg

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23285497?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
85. Bloomberg Markets

    Jun 30, 2016 | Bloomberg

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23288339?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
86. After the Bell

    Jun 30, 2016 | Fox Business

    View Clips Here: http://app.criticalmention.com/app/#clip/view/23303195?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
87. Power Lunch

    Jun 30, 2016 | CNBC

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23287517?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
88. Fox 43 News at 4pm

    Jun 30, 2016 | WPMT-FOX (Harrisburg, PA)

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23303201?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
89. News 12 Connecticut

    Jun 30, 2016 | N12CT (Hartford, CT)

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23291389?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
90. 69 News at 4:00

    Jun 30, 2016 | WFMZ (Philadelphia, PA)

    View Clip Here:http://app.criticalmention.com/app/#clip/view/23304456?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
91. Power Lunch

    Jun 30, 2016 | CNBC

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Full Text of Stories Below

Client Attorney Privileged/Attorney Work Product/At Request of Counsel

National Coverage

1. Why Hershey Sale Is Unlikely

   Jul 5, 2016 | Wall Street Journal

   By Ronald Barusch

   Hershey Co. shareholders salivating over the prospect of a rich cash-and-stock deal withMondelez International Inc. may go hungry.

   All three players that have influence in Hershey’s unique governance system have legal and institutional tools that could make a deal less likely than in the case of a more conventional unsolicited proposal. To wit: Hershey directors have no duty to sell the company or to follow the wishes of public shareholders; the trust that controls the company through a supervoting class of shares isn’t likely to want to give up that grip; and the Pennsylvania Attorney General who oversees the trust—and has successfully gone to court to stop a sale in the past—isn’t likely to force one now, in my view.

   Let’s start with the directors who declared Thursday, the same day the proposal leaked, that it “provided no basis for further discussion.” The news release didn’t even mention the adequacy of the $107-a-share price. That is a good indication that the board is on course for a “just say no” defense, which is generally permitted in Delaware—where Hershey is incorporated. And if the trust, which has veto power over any deal, has told the directors it isn’t a seller, the board need go no further.

   The Wall Street Journal reports that Mondelez is pledging to locate the merged company’s global chocolate headquarters in Hershey’s hometown, protect jobs and even change its name to Hershey. But a skeptical board could discount such promises. Once a deal closes, who will be around to enforce the spirit or even the letter of them? And the headquarters and name are only part of the unique symbiotic relationship among the company, the local community, the trust and the famous school it supports.

   Plus there is no small irony to this promise. When Mondelez predecessor Kraft Foods Inc. acquired Cadbury PLC (now Mondelez’s chocolate operation in the U.K.), it made a promise not to close an English chocolate factory. Once it gained control, it backtracked, saying after gaining more information it determined it wasn’t feasible to keep the factory open. It was a controversial move that ultimately resulted in changes to U.K. takeover rules.

   Some who would like to see a deal may take comfort from Hershey’s statement, given it didn’t contain an explicit rejection by the trust. But the trust has several representatives on the Hershey board and the release makes clear the rejection was unanimous. Besides, why would the trust stick its neck out unnecessarily when the legal support for the board rejection is so clear? Although there has been discussion in the past about the trust diversifying and at least one false start over the years involving a possible sale, it is hard to believe that the trust would be an enthusiastic seller. At the moment it controls one of the leading American corporate icons, which is integral to the Hershey community. Managing a trust with a minority position in Mondelez and other investments likely doesn’t carry the same panache. And, once they start down a sale path, it could become harder to resist a competing bid from a company like Nestlé SA, which might not make similar commitments to the community.

   That leaves the Pennsylvania attorney general, who has a role in supervising the trust. That relationship has been rocky, including a recent effort to get the trust to toss three longstanding board members at the school it supports. But a new AG will be elected this November and I just don’t think it would be a great campaign slogan to say: “I am the one who forced a sale of Pennsylvania’s legendary Hershey.” And it would be even harder to explain if Switzerland’s Nestlé bought the company and controlled it offshore.

   That doesn’t mean there is no price at which the trust would be willing to sell. It does, after all, need to look after the school, its sole beneficiary. But absent a fat price, don’t expect the decision makers to think a deal looks as sweet as public shareholders might.

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2. Hershey Trust Holds Key

   Jul 4, 2016 | Wall Street Journal

   For Mondelez to succeed in its bid, it must persuade secretive shareholder

   Snack maker Mondelez International Inc. or any other potential bidder for Hershey Co. is up against not only a board that indicated it doesn't want to sell, but a secretive, controlling shareholder -- and the state's top law officer.

   But, if the company continues its pursuit, it will have to contend with an unusual number of additional legal and political hurdles unique to deal making with the famous chocolate maker.

   No deal would happen without the blessing of Hershey Trust Co., which controls 81% of the company's voting power and 8.4% of its common stock.

   Set up in 1905 by chocolate icon Milton Hershey, the trust's mission is to make decisions based on the potential impact to the Milton Hershey School for underprivileged children, and the community of Hershey, Pa. -- which had protested selling the company in the past.

   Any sale would also need final approval of Pennsylvania's attorney general, who -- under an unusual 2002 state law -- has the power to countermand the trust, and has done so in the past.

   Yet another challenge is the current political turmoil in the state, where Attorney General Kathleen Kane is riding out the last few months of her first term, having been stripped of her law license after being accused of leaking confidential information and lying about it. Ms. Kane has said the charges against her are part of a conspiracy involving former state prosecutors she was investigating.

   Other food makers, including Kellogg Co. and Campbell Soup Co., have significant ownership by family and trusts, but Hershey is further subject to a state law that requires the top law-enforcement official to green light the sale of any company controlled by a charitable trust.

   The law is a "public policy tragedy," according to Robert Sitkoff, a Harvard Law School professor who has studied the trust. He said that diversifying the trust's portfolio would benefit the school and community but said he thinks any deal would face difficulties.

   Others, including a former Pennsylvania attorney general, said a sale would hurt the community by resulting in job losses and other adverse economic and social impacts.

   "Predicting and trying to rationalize the Trust's behavior has always been a tricky exercise," said Susquehanna analyst Pablo Zuanic.

   A spokesman for the Hershey Trust board said it wouldn't comment on whether it supports selling the company, but three trust board members have seats on Hershey's board, which unanimously voted against the Mondelez offer of $107 a share on Thursday.

   The trust itself is juggling other problems. A continuing investigation by the attorney general's office into alleged overpayment of directors and conflicts of interest has led to several directors resigning. The trust has said it is cooperating with the probe.

   The fate of the 2002 deal talks is instructive. Hershey called off a sale to chewing-gum maker Wm. Wrigley Jr. Co., now a unit of the privately held Mars Inc., at the final hour, after facing resistance from the attorney general's office, which obtained an injunction granted by Pennsylvania Orphans' Court, saying a sale would hurt the community.

   Less than two months after the scuttled deal, the Pennsylvania governor signed an amendment to a statute requiring the attorney general to approve the sale of any company controlled by a charitable trust.

   A spokesperson for the attorney general's office said this week that it would need to review the details of any offers to buy Hershey before determining if it would be in the best interest of the school.
   

   Return to headline | Return to top

3. Expecting a Sweet Deal for Hershey? You May be Disappointed — Dealpolitik

   Jul 5, 2016 | Wall Street Journal

   By Ronald Barusch

   Hershey Co. shareholders salivating over the prospect of a rich cash-and-stock deal with Mondelez International Inc. may go hungry.

   All three players that have influence in Hershey’s unique governance system have legal and institutional tools that could make a deal less likely than in the case of a more conventional unsolicited proposal. To wit: Hershey directors have no duty to sell the company or to follow the wishes of public shareholders; the trust that controls the company through a super-voting class of shares isn’t likely to want to give up that grip; and the Pennsylvania Attorney General who oversees the trust — and has successfully gone to court to stop a sale in past — isn’t likely to force one now, in my view.

   Let’s start with the directors who declared Thursday, the same day the proposal leaked, that it “provided no basis for further discussion.” The press release didn’t even mention the adequacy of the $107-per-share price. That’s a good indication that the board is on course for a so-called “just say no” defense, which is generally permitted in Delaware — where Hershey is incorporated. And if the trust, which has veto power over any deal, has told the directors it isn’t a seller, the board need go no further.

    

   The Journal reports that Mondelez is pledging to locate the merged company’s global chocolate headquarters in Hershey’s hometown, protect jobs and even change its name to Hershey. But a skeptical board could discount such promises. Once a deal closes, who will be around to enforce the spirit or even the letter of them? And the headquarters and name are only part of the unique symbiotic relationship among the company, the local community, the trust and the famous school it supports

   Plus there is no small irony to this promise. When Mondelez predecessor Kraft Foods Inc. acquired Cadbury PLC (now Mondelez’s chocolate operation in the U.K.), it made a promise not to close an English chocolate factory. Once it gained control, it backtracked, saying after gaining more information it determined it was not feasible to keep the factory open. It was a controversial move that ultimately resulted in changes to U.K. takeover rules.

   Some who would like to see a deal may take comfort from Hershey’s statement, given it didn’t contain an explicit rejection by the trust. But the trust has several representatives on the Hershey board and the release makes clear the rejection was unanimous. Besides, why would the trust stick its neck out unnecessarily when the legal support for the board rejection is so clear?

   Although there has been discussion in the past about the trust diversifying and at least one false start over the years involving a possible sale, it’s hard to believe that the trust would be an enthusiastic seller. At the moment it controls one of the leading American corporate icons, which is integral to the Hershey community. Managing a trust with a minority position in Mondelez and other investments likely doesn’t carry the same panache. And, once they start down a sale path, it could become harder to resist a competing bid from a company like Nestle SA, which might not make similar commitments to the community.

   That leaves the Pennsylvania Attorney General, which has a role in supervising the trust. That relationship has been rocky, including a recent effort to get the trust to toss three long-standing board members at the school it supports. But a new AG will be elected this November and I just don’t think it would be a great campaign slogan to say: “I am the one who forced a sale of Pennsylvania’s legendary Hershey.” And it would be even harder to explain if Switzerland’s Nestle bought the company and controlled it offshore.

   That doesn’t mean there is no price at which the trust would be willing to sell. It does, after all, need to look after the school, its sole beneficiary. But absent a fat price, don’t expect the decision-makers to think a deal looks as sweet as public shareholders might.
   

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4. Another Hershey Deal May Come Unwrapped. Maybe It Should.

   Jul 5, 2016 | New York Times

   By Steven Davidoff Solomon

   The success of Mondelez International’s $23 billion bid for the Hershey Company will depend on the charitable trust that controls the chocolate bar maker. After the Viacom imbroglio, this is yet another example of how a controlling interest can see to it that economics are secondary to politics and relationships.

   Founded by Milton S. Hershey in 1894, the candy company is controlled by the Hershey Trust Company, which was created in 1905 and funds a tuition-free boarding school that is still in operation. The trust owns about one-third of the Hershey shares and about 80 percent of the voting rights of Hershey shares for the benefit of the school.

   The Hershey Trust itself is also unique. Milton Hershey and his wife died childless, and the Milton Hershey School is a big part of their legacy. It provides intensive care and education for children from low-income families. By all accounts, the school is a wonderful place.

   But the Hershey Trust does more. It is basically the town of Hershey, controlling not just the company, but the cemetery where Mr. Hershey is buried, an amusement park, residential and commercial real estate and a garden. The cemetery, by the way, hosts candy royalty — Harry Burnett Reese, who invented the peanut butter cup and sold it to Hershey in 1963 for $23.5 million, is buried there along with Mr. Hershey and his wife.

   The trust mints money — collecting $160 million in dividends a year from Hershey, and it regularly takes in far more than it can spend on the school and its other charitable endeavors. According to public filings from 2014, it had assets of about $12 billion.

   As you might expect with a trust that controls an entire town and has billions of dollars of assets, there have been repeated controversies.

   The biggest battle in recent years has been about the fate of the Hershey Company itself. Back in 2002, the trust tried to diversify its assets, something that would seem to be a prudent step. The trust held an auction of Hershey, and was close to declaring the Wm. Wrigley Jr. Company the winner when the Pennsylvania state attorney general sued in local court to block the sale on the grounds that it would violate the trust’s mandate to protect the Pennsylvania community where it is based. The potential sale was halted.

   After that, another rival candy company, Cadbury, as well as others made a series of attempts to buy Hershey. Those deals also went nowhere as the Pennsylvania attorney general loomed large. The state had enacted a law requiring the trust to get the attorney general’s approval before it could sell its Hershey stake.

   Since 2002, the value of the Hershey stake has almost tripled, outperforming the Standard & Poor’s 500-stock index by a multiple of about 4.5.

   At the same time, the attorney general has been at war with the trust, which has never been particularly well run. The attorney general has forced out numerous sets of trustees and accused it of malfeasance by overpaying trustees and buying a golf course. Only last week the trust’s general counsel resigned.

   This all complicates the fact that the fate of Hershey and its candy empire depends on a triple approval process. The company must approve the deal. The trust must approve the deal. And the attorney general must approve the deal. If any one of them balks, Hershey will almost certainly remain under its current structure.

   Trouble is, all of their interests differ. The company’s board has a fiduciary duty to maximize profits for the trust and other shareholders. The trust’s interests should be aligned with the company — after all, the trust wants to make money to fund its school. However, given that the trust has all the money it needs, it may prefer to bask in the power and prestige that goes with being the lord of Hershey. At least one Pennsylvania court has said that the trust has responsibilities for “the larger interests of the community in which it operates.”

   And then there is the attorney general’s office, which wants to preserve the jobs and economic benefits of having Hershey located in the state. This gives the attorney general a powerful incentive to block any takeover.

   So why would Mondelez even bid?

   The turmoil at the trust may provide an opening. The trust may be more willing to contemplate becoming more of a passive financial administrator. And, the Pennsylvania attorney general, Kathleen Kane, has been indicted in a scandal; her law license has been suspended. It may be that she has bigger things to battle than this takeover right now.

   Mondelez, which is based in Virginia, knows that community interests are paramount in any Hershey acquisition. It does not want be seen as a foreigner taking over. So, it reportedly has offered to keep the headquarters of the new company in Hershey and take on the Hershey name. No doubt — if Mondelez hopes to move this forward — it will make lots of other commitments about keeping jobs and making the town of Hershey a priority.

   The irony, of course, is that the more it makes these commitments, the less it can pay Hershey shareholders. And the Hershey board has already rejected the initial offer. If Mondelez wants to win, it will need to bring more to Hershey’s shareholders.

   Mondelez will have to convince the Hershey Trust and the state’s attorney general that it is a good buyer for the Hershey community.

   Should anyone be in this situation in the first place? It is easy to compare Hershey with Viacom — another company that is consumed by a toxic mix of self-interested players, including its controlling shareholder, Sumner M. Redstone.

   But despite its own messes, Hershey is different in some major ways from other controlled companies. While Hershey’s stock price performance in the last three years has not been great, over the decades it has delivered outsize growth and profits while benefiting the local community and preserving an important way of life. And except for the takeover attempts, the attorney general and the trust largely stay out of the company’s operations.

   It is hard to know what to make of it. While I wouldn’t want many companies to be in Hershey’s predicament, perhaps it is a jewel to be treasured, one that should be exempt from the laws of economics and today’s hyper market efficiency. And perhaps it should stay that way.

   Return to headline | Return to top

5. Hershey’s trust must weigh the case for Mondelez deal

   Jul 3, 2016 | Financial Times

   By Lindsay Whipp

   It started with a kiss — a Hershey’s Kiss. And from there the eponymous company grew into one of the world’s best-known manufacturers of chocolate. But founder Milton Hershey did not leave a legacy based only on confectionery.

   The entrepreneur-cum-philanthropist built an entire town — also called Hershey — for his factory employees and most importantly, a school for underprivileged children. The Hershey Trust Company is the trustee of the school and administers the funds dedicated to it.

   More than a century on, Mondelez, rival snack maker and owner of Cadbury’s, is attempting to buy Hershey, bringing the trust and its operations into sharp focus.

   With 81 per cent of the Hershey company’s voting rights, the trust will play a pivotal role in deciding whether to embrace Mondelez’s advances. The group has rebuffed one proposal but analysts are betting a higher offer is to come.

   But the international attention garnered by Mondelez’s courtship has shone a spotlight on an organisation in upheaval, which some speculate may render the trust more willing to sell than in the past.

   When and why was the Hershey Trust established?

   Milton Hershey and his wife Catherine set up the trust in 1905, not long after the businessman built his first chocolate factory near Derry Church, Pennsylvania. The trust initially functioned as a bank for the community. But when the Hersheys established the Hershey Industrial School for orphaned boys in 1909, the trust was appointed control of its finances.

   The deed outlined the Hershey’s wishes to ensure that the school, now called Milton Hershey School and expanded to include underprivileged girls, would have access to sustainable financial resources in perpetuity. In 1918 Hershey bequeathed the trust his chocolate group and all the auxiliary companies he had also started to handle the supply chain including his then Cuban investments, the town’s utilities and department store among others.

   How is it organised, who is in charge and what are its objectives?

   The Hershey Trust has $12bn in assets, double from a decade ago, putting it among the largest educational endowments in the US.

   Through the ownership of Class B shares the trust controls about 80 per cent of the company’s voting rights. It also owns roughly 8 per cent of the group’s common shares and three of its directors sit on the Hershey company’s board.

   In addition to the Milton Hershey school, the trust also serves as a trustee to the MS Hershey Foundation Trust, which supports the local park and museum, and the Hershey Cemetery Trust. It is served by 10 directors. The trust is supervised by the Pennsylvania attorney-general’s office, which has to sign off on any sale of its controlling stake.

   Has Hershey received a takeover offer before?

   Yes. In 2002, in an effort to diversify its portfolio, the trust put the Hershey company up for auction. It received two bids, one from Wrigley (since bought by Mars) and a joint offer from Nestlé and Cadbury Schweppes.

   Wrigley’s $12.5bn bid, had — similar to Mondelez’s offer last week — been packaged with pledges to retain jobs. But that did not allay the local community’s fears.

   The state attorney-general’s office blocked the deal on grounds that it would harm the community. A court backed this decision and the trust abandoned the plan. New rules were put in place to make it more difficult to sell the company.

   Hershey and Cadbury executives had also reportedly flirted with acombination in 2007, but it was ultimately thwarted because of a tussle between the trust and the company’s board. Mondelez now owns Cadbury.

   Jonathan Klick, a professor at the University of Pennsylvania Law School, writing in a paper about the deal estimated that rather than improving the welfare of the school’s students, who are the main beneficiaries of the trust, the court’s decision to stymie the deal had destroyed $2.7bn in shareholder value.

   Why has the attorney-general’s office raised concerns over the trust?

   The state attorney-general’s office is scrutinising the organisation over issues including alleged overpayment of directors, conflicts of interest and expenses. It is also seeking the resignation of three longstanding board members.

   The trust said that policies regarding pay, travel and expenses were being “scrupulously followed”. The boards meet regularly to conduct proper oversight of the trust and the school, it said.

   “We expect to appropriately resolve outstanding concerns the attorney-general’s office has,” it said. “The boards believe they continue to be in regulatory compliance and continue to have appropriate discussions with the attorney-general’s office.”

   The attorney-general’s office did not respond to several requests for comment.

   In April, the trust fired John Estey, an executive vice-president, after he entered into a plea agreement with the US attorney’s office in Harrisburg, Pennsylvania, to one count of wire fraud. Mr Estey’s wrongdoing was unrelated to the trust, it said.

   The fresh concerns come a couple of years after a two-year investigation into the trust by the attorney-general’s office resulted in an agreementstipulating new rules on pay, expenses, property transactions and conflicts of interest. The office, which had reportedly been concerned over the trust’s purchase of a golf course, did not find that it had breached its fiduciary duty.

   How are the overtures from Mondelez expected to play out?

   Given the upheaval at the trust and the potential for three new board members on top of three others appointed earlier this year, some analysts say there is a chance that the trust could be more amenable to a sale of the confectioner.

   Also while Hershey is a key employer in the area, it closed the original chocolate factory in 2013 it consolidated production and shifted some manufacturing to Mexico.

   Others, however, are less certain. Prof Klick said: “It is politically difficult since the central Pennsylvania voters do not want to see Hershey controlled by outsiders.”
   

   Return to headline | Return to top

6. Hershey chocolate firm, its controlling trust in crisis, now faces takeover

   Jun 30, 2016 | Philadelphia Inquirer

   By Bob Fernandez

   Shares in the Hershey Co. chocolate giant are surging on Thursday on reports that Mondelez International Inc. has made an offer to acquire the central Pennsylvania company.

   At around 12:30, Hershey Co. shares had jumped $14.55 to $111.69.

   Wall Street analysts say that Mondelez may be opportunistically seeking a deal as the scandal-plagued secretive trust that controls the candy company is facing an attorney general investigation.

   The $12.3-billion Hershey Trust controls about 80 percent of the voting control of the chocolate company as a fiduciary for the 2,000-student Hershey School for impoverished children and orphans, the richest private school in the nation.

   The attorney general's office is seeking for the removal of three powerful trust board members who have served on the trust board for more than 10 years, including chairwoman Velma Redmond and former chairman Robert Cavanaugh, by July 31.

   Mondelez has reportedly said it would change its name to Hershey and run its global chocolate operations from the central Pennsylvania town, according to a report by CNBC. News of a possible offer was first reported by the Wall Street Journal.

   Return to headline | Return to top

7. 'Sweetest' town clings to Hershey, adding to takeover hurdles

   Jul 5, 2016 | Reuters

   By Koh Gui Qing

   The town of Hershey, Pennsylvania, calls itself the "sweetest place on earth."

   But if chocolate giant Hershey Co. considers any new acquisition offer in the coming weeks, it could face bitter opposition from some in its namesake town, where residents have prospered from its presence and tend to be fierce defenders of its independence.

   The impact of such views goes beyond sentimental in the wake of Mondelez International Inc's (MDLZ.O) $23 billion bid to buy the company, which Hershey said on June 30 it had rejected. The town of Hershey, where the company's staunchest loyalists are referred to as "Hershey-ites", has real influence over corporate decisions.

   The Hershey Trust, a $12 billion school charity and the company's controlling shareholder, has become increasingly involved in the local community over the decades, and has appeared to listen to its concerns in the past.

   Pennsylvania's attorney general, who supervises the trust and can ask a court to block any deal, holds an elected office and is sensitive to local concerns, though the current office holder is not planning to seek reelection.

   Pennsylvania law requires any charitable trust to consider, when selling an asset, the “special relationship of the asset and its economic impact as a principal business enterprise on the community” and the “special value” of its ties to the community.

   Since the company was founded by Milton Hershey 122 years ago, residents here have fought many plans that would have changed Hershey Co. and, in turn, a community built around one of the world's most famous confectioners.

   Although the Hershey Trust rejected the bid by the maker of Oreos cookies, a spike in Hershey's share price above the bid of $107 per share has indicated investors expect a new offer.

   Many in the rural town of around 14,000 people voiced apprehension to Reuters about a sale, despite apparent reassurances from Mondelez.

   The food and beverage multinational has offered to keep Hershey's name, move its headquarters to Hershey, and preserve jobs, according to people familiar with the matter who declined to be identified because Mondelez has not disclosed details of the bid. Most residents declined to give their full names, citing local sensitivities around discussing the firm, which employs 4,800 people here.

   "I don't think they should sell the company," said a 76-year-old woman who gave her name as G.C., as she guided visitors through Hershey's Chocolate World, a sprawling candy store stocked with giant chocolate bars.

   "Hershey is Hershey. It should always be Milton Hershey. He did good for the community," said the woman, who has worked at Chocolate World for eight years.   

   "IT'S ALWAYS BEEN HERSHEY"

   A 3.5-hour train ride from New York, Hershey stretches out across verdant fields between delectably named streets such as Chocolate Avenue and Cocoa Avenue. Between well tended lawns and street lamps shaped like the popular Hershey's Kisses Chocolate, Hershey is dotted with landmarks from a theater to a cemetery that are tied to the confectioner.

   Residents point to houses built by Milton Hershey for his factory workers and extol the "Hershey legacy", where a successful business looks after the people, the way Hershey did at the height of the Great Depression in the 1930s by embarking on a construction spree in town to create jobs.

   House prices and income levels in Hershey are substantially higher compared to neighboring towns in Pennsylvania, according to government data.

   Today, the heart of the "Hershey legacy" is arguably found in the Milton Hershey School, a private boarding school for around 2,000 students from low-income families. Their education and living expenses are paid for by the Hershey Trust, which is funded by the Trust's stake in the chocolate maker.

   "Everyone who worked for Mr Hershey always had a job," said Ernie, a 69-year-old Hershey worker who declined to give his last name. "It's always been Hershey."

   Asked about the town's role in the company, Hershey Co. said: "We are proud of the company's rich heritage and the Hershey community." Spokespeople at Mondelez were not immediately available for a comment.

   The town's devotion to its roots has led to confrontations in the past. Back in 2002 when Wm. Wrigley Jr., renowned for its chewing gum, attempted to buy Hershey for $12.5 billion, irate local residents signed petitions and staged rallies to stop plans to sell the company.

   The then attorney general sought to block the deal, prompting the Trust to call off the sale at the last minute.

   When some residents complained about the planned demolition of parts of an old Hershey factory in 2012, the company went ahead anyway.

   "People like things to stay the way they are," said a 63-year-old resident who has lived in Hershey since 1978.

   To be sure, not all Hershey residents are attached to the status quo. Some younger residents voiced indifference to the future of the candy maker, saying practical business considerations should take precedence.

   On paper, a sale to Mondelez could benefit Hershey.

   Hershey has a strong U.S. presence while Mondelez has a global network. A marriage of the two would create the world's largest confectionary company with an estimated 18 percent of the market share, said market research firm Euromonitor International Ltd.

   While Mondelez has vowed to keep Hershey's name and preserve jobs, some said such promises would ring empty with loyal "Hershey-ites."

   U.S. food giant Kraft, now known as Kraft Heinz Co (KHC.O), drew controversy in 2010 after it shut a factory in southwest England following its takeover of Cadbury, now owned by Mondelez, reneging on an earlier promise to keep the factory open.

   "Would I like it to be sold? No," said the 63-year-old resident.

   "There is the legacy and the history of Mr Hershey, and what becomes of the Trust? I don't know what will become of the school and the Trust."
   

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8. Heard on the Street: Overheard

   Jul 5, 2016 | Wall Street Journal

   The sweetest place on earth isn't the biggest place on earth. That fact had to be going through the minds of executives at Mondelez International when their company made a quickly rebuffed offer Thursday to acquire Hershey Foods and to move its headquarters to Hershey's hometown, too.

   Usually, a larger company from a bigger city -- Mondelez is headquartered in East Hanover, N.J., just 25 miles from Midtown Manhattan -- wouldn't do that. It clearly was a concession, and not a particularly effective one, to sway the trust that controls the chocolate company.

   Hershey, Pa., with fewer than 15,000 people in the 2010 Census, really is a small town. Two hours' drive from Philadelphia, the nation's fifth-largest city, it has no airport or even interstate highways. On the positive side, there is a popular amusement park nearby, Hersheypark, and median home prices are less than 40% of those in East Hanover. Sweet.
   

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9. Hershey bid must win state AG approval

   Jul 4, 2016 | Wall Street Journal

   By Annie Gasparro and Julie Jargon

   Snack maker Mondelez International or any other potential bidder for Hershey is up against not only a board that indicated it doesn’t want to sell, but a secretive, controlling shareholder — and the state’s top law officer.

   Mondelez, whose roughly $US23 billion ($30.7bn) bid was quickly rebuffed this week, is expected to continue fighting for a union. The company said it handled situations such as this “through private communications between companies”.

   But, if the company continues its pursuit, it will have to contend with an unusual number of additional legal and political hurdles unique to deal-making with the famous chocolate maker. No deal would happen without the blessing of Hershey Trust Co, which controls 81 per cent of the company’s voting power and 8.4 per cent of its common stock.

   Set up in 1905 by chocolate icon Milton Hershey, the trust’s mission is to make decisions based on the potential impact to the Milton Hershey School for underprivileged children, and the community of Hershey, Pennsylvania — which had protested against selling the company in the past.

   Any sale would also need final approval of Pennsylvania’s attorney-general, who — under an unusual 2002 state law — has the power to countermand the trust, and has done so in the past.

   Yet another challenge is the current political turmoil in the state, where Attorney-General Kathleen Kane is riding out the last few months of her first term, having been stripped of her law licence after being accused of leaking confidential information and lying about it. Ms Kane has said the charges against her are part of a conspiracy involving former state prosecutors she was investigating.

   Other food makers, including Kellogg and Campbell Soup, have significant ownership by family and trusts, but Hershey is further subject to a state law that requires the top law-enforcement official to green light the sale of any company controlled by a charitable trust.

   A spokesman for the Hershey Trust board said it wouldn’t comment on whether it supports selling the company.
   

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10. Hershey kisses off competitor bid from Oreo maker Mondelez

    Jul 1, 2016 | Associated Press

    By Candice Choi

    Hershey on Thursday rejected a takeover offer from Oreo maker Mondelez that would bring some of the world's best known cookies and chocolates under one company.

    It confirmed receiving a preliminary offer from Mondelez for a mix of cash and stock totaling $107 for each share of Hershey Co. common stock. That would value the deal at roughly $22.3 billion, according to FactSet.

    Hershey said that, following a review, its board determined the offer provided "no basis for further discussion." A deal would be subject to approval by the Hershey Trust, a controlling shareholder.

    A spokeswoman for Mondelez, Valerie Moens, declined to comment on whether the company would make a new offer.

    The Wall Street Journal, citing sources it did not name, had reported earlier in the day that Mondelez told Hershey it would take the chocolate maker's name and move its global headquarters to Hershey, Pennsylvania. Hershey's shares surged following the report, and closed up nearly 17 percent at $113.49.

    Mondelez shares closed up almost 6 percent at $45.51.

    In addition to Oreos, Mondelez International Inc., based in Deerfield, Illinois, owns Cadbury chocolates, Trident gum, Nabisco cookies and Ritz crackers.

    The acquisition of Hershey would give the combined company 18 percent of the global candy market and make it the industry's largest player, according to Euromonitor International. Mars Inc., which makes M&M's and Snickers, is currently No. 1 with 13.5 percent of the market.

    The deal would also give Mondelez a bigger presence in its home candy market. While Mondelez controls Cadbury abroad, Hershey has the licensing rights to the brand in the U.S. Mondelez gets the majority of its revenue from overseas, while Hershey gets most its revenue from North America.

    J.P. Morgan analyst Ken Goldman said that at least part of Mondelez's rationale for making the bid was probably "defensive in nature," as the company did not want to be acquired by The Kraft Heinz Co., if Kraft were interested.

    Goldman noted that the Hershey Trust's members have recently found themselves in hot water. Earlier this year, the Philadelphia Inquirer reported that the state attorney general sent the trust a letter seeking the resignation of three board members and the reduction of board compensation. The letter said the compensation exceeded the trust's own rules.

    Kent Jarrell, a spokesman for the trust board, said in a statement the trust has a long history of working constructively with the attorney general and that it is cooperating with the recent inquiries. The trust was established by Hershey founder Milton Hershey to benefit the Milton Hershey School for disadvantaged children.

    A tie-up between Mondelez and Hershey would mark just the latest chapter in a series of deals in the packaged food industry, with companies looking for ways to improve their financial results while up against struggling sales growth in saturated markets such as the U.S.

    When Heinz announced plans to buy Kraft last year, for instance, executives cited the cost savings that would be achieved by combining manufacturing and distribution networks. That deal took place just a couple years after Kraft split with Mondelez in 2012.

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11. Hershey makes tempting but sticky takeover target

    Jun 30, 2016 | Reuters Blog

    By Kevin Allison and Robert Cyran

    Hershey is a tempting but sticky takeover target for Oreo maker Mondelez. The iconic $25 billion U.S. chocolatier has long belonged with Mondelez’s Cadbury business. Mondelez Chief Executive Irene Rosenfeld appears to sniff sweet opportunity as the charitable trust that blocked bids for Hershey in the past is roiled by scandal, and rival Kraft Heinz is still digesting its own mega-deal. Even so, Hershey won’t come cheaply.

    Mondelez’s $23 billion, or $107 a share, offer in stock and cash was rejected by Hershey. A deal at a 30 percent premium to its undisturbed price would value Hershey at $27 billion, or around 28 times 2017 earnings estimates, according to Eikon, pricier than the 22 times that Mondelez fetches.

    Hershey has rejected sweet offers before. It was nearly gobbled up in 2002 by chewing gum giant Wrigley for $12.5 billion – a 40 percent premium. That collapsed after the Hershey Trust Company, which controls more than 80 percent of the company’s votes, got cold feet. It didn’t help that Pennsylvania’s attorney general sued to block the sale, arguing it would hurt the local community.

    This time could be different. The trust has been roiled by a series of scandals. Its chief compliance officer was put on leave in May after a memo of his leaked that said the board had spent nearly $4 million investigating conflicts of interest and insider-trading accusations against board members. A top trust official was also fired last month, and pled guilty to wire fraud. The state is also seeking the removal of three trust board members, according to the Philadelphia Inquirer.

    All of this makes it harder to argue that Hershey would be better off staying under the trust’s control. Meanwhile, Kraft Heinz, another natural buyer for Hershey, is probably still too busy paying down debt from its 2015 mega-merger to mount a counter-offer. And the cost-cutting prowess of Kraft Heinz’s owners at private-equity firm 3G may also raise hackles in Hersheytown.

    The company may be more susceptible to a takeover offer than any time since Mennonite Milton Hershey, after two failed attempts to build candy businesses in New York and Philadelphia, started making chocolate-covered caramels in Lancaster, Pennsylvania in the 1890s. But for Mondelez, the price of success may leave a bitter taste on its shareholders’ tongues.

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12. Snack Giant Mondelez Makes Takeover Bid for Hershey

    Jun 30, 2016 | Wall Street Journal

    By LIZ HOFFMAN, DANA MATTIOLI and DANA CIMILLUCA

     Mondelez International Inc. made a roughly $23 billion bid for Hershey Co. in an effort to create the world’s largest candy maker at a time when both companies’ sales are under pressure.

    Mondelez, which makes Oreo cookies and Cadbury chocolate bars, recently sent a letter to Hershey proposing a tie-up at $107 a share, half in cash and half in stock. Hershey’s board unanimously rejected the bid Thursday and said it “provided no basis for further discussion.”

    Still, Hershey shares surged 17% to $113.49 on news of the offer—first reported by The Wall Street Journal—remaining elevated even after the company rejected the bid, in an indication investors believe Mondelez won’t be discouraged. Mondelez shares gained 6% to $45.51, giving the snack giant a market value of more than $70 billion.

    A takeover of Hershey, known for its namesake Kisses and chocolate bars, would face obstacles. Any deal would require the approval of the Hershey Trust, which holds 8.4% of its common stock and 81% of its voting power and has opposed a sale in the past.

    A spokesman for the trust, whose board includes three Hershey directors, declined to comment.

    Mr. Hershey was considered as much a philanthropist as an entrepreneur. As he built the chocolate company, he raised a town as well, erecting a bank, a department store, churches, golf courses, a zoo and a trolley system. Then, in 1909, he and his wife, Catherine, founded a school for orphan boys, now called the Milton Hershey School. Today the lavishly appointed private school serves disadvantaged children of both sexes.

    Over a decade ago, chewing-gum maker Wm. Wrigley Jr. Co., now a unit of the privately held Mars, tried to buy Hershey, but resistance from the trust scuttled the deal at the last minute. A joint bid from Nestlé and what was then Cadbury Schweppes was also rejected.

    The Pennsylvania attorney general is investigating the trust’s board for alleged overpayment of directors and conflicts of interest, and the trust has said it is working with the attorney general’s office on the probe. This year, several of the directors have resigned, which could change the board’s attitude toward a possible sale. Indeed, a person familiar with the matter said the trust, which now includes some directors with Wall Street backgrounds, may now be more open to a deal.

    It also isn’t clear how any any deal would be received in the town of Hershey, where streetlights along Chocolate Avenue are topped with giant Hershey kisses.

    Hershey had sales of $1.8 billion in the first quarter, a 5.6% decline from the year-earlier period, in part because of adverse currency moves. In 2015, the company had sales of $7.4 billion and earnings of $513 million. The company has about 80 brands, and has recently moved to court more health-conscious consumers.

    Mondelez, based in Deerfield, Ill., had sales of $29.6 billion in 2015, down 14% from a year earlier, also partly due to currency swings. In the first quarter, its revenue fell nearly 17% to $6.5 billion, amid pressure on its coffee business.

    Mondelez has a complicated deal-making history. The company is the product of a 2012 separation from Kraft Foods Inc., which had been under pressure from Trian Fund Management LP and other activist investors. That came only two years after Kraft hadacquired the U.K. chocolate company Cadbury PLC for $19 billion, and the chocolate assets went with Mondelez in the separation.

    When Kraft bought Cadbury in 2010, it promised it would protect jobs in the U.K. and keep open a factory there. Within months, it announced it would close that plant after saying it had learned new information about its profitability. The U.K.’s Takeover Panel criticized the company and its bankers for the reversal.

    Last year, William Ackman’s Pershing Square Capital Management LP disclosed a 7.5% stake, worth $5.5 billion at the time, betting the company would become a target, rather than an acquirer, in a coming wave of consolidation in the snack industry. Mr. Ackman recently trimmed the Mondelez stake to 5.6% including options.

    Trian also has a 3% Mondelez stake and the firm’s co-founder, Nelson Peltz, is on the snack company’s board.

    Trian in 2013 unveiled stakes in PepsiCo Inc. and Mondelez and began pushing for a merger of the two to be followed by a spinout of Pepsi’s beverage business. Pepsi rejected the idea, and Trian dropped its call for a merger when Mr. Peltz joined Mondelez’s board in 2014.

    In preparing its bid, which was disclosed in a private letter last week, Mondelez took steps to win over the trust. The Deerfield, Ill., company pledged to protect jobs, locate the merged company’s global chocolate headquarters in Hershey, Pa., and rename it Hershey, said a person familiar with the matter.

    A Mondelez-Hershey merger would bring together the candy industry’s second- and fifth-largest players by revenue, according to research firm Euromonitor. Mondelez is second only to Mars Inc.

    The union would be expected to face little resistance from antitrust authorities, as Mondelez doesn’t have its own presence in the U.S. chocolate market. Hershey, which makes the Cadbury chocolate sold in the U.S. under a licensing deal with Mondelez, has a limited presence outside the U.S.

    Among the potential hurdles for Mondelez: its bid could flush out other parties who might covet Hershey. Nestlé SA is one possibility. The Swiss food giant, which has a big chocolate business, licenses its KitKat brand to Hershey in the U.S. But Nestlé could face bigger antitrust issues in the U.S. if it were to try to buy Hershey.Advertisement

    Nestlé has the right to reclaim control of KitKat at no cost if someone else buys Hershey. That could reduce Hershey’s value to Mondelez by $3 billion, according to a person familiar with the matter.

    The Hershey Trust, established by the 122-year-old company’s late founder, Milton Hershey, is the biggest potential roadblock. The trust’s primary beneficiary is a school for underprivileged children in Hershey’s hometown.

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13. Mondelez and Hershey: The Hunter Could Be the Prey

    Jun 30, 2016 | Wall Street Journal

    By MIRIAM GOTTFRIED

    Mondelez International has turned its sweet tooth on Hershey. But another company may be salivating over Mondelez.

    The snack giant made a cash-and-stock bid for Hershey worth roughly $23 billion, or $107 a share, The Wall Street Journal reported Thursday. Hershey’s board unanimously rejected the offer. But shares of Hershey shot up nearly 17%. Perhaps more intriguingly, shares of Mondelez climbed by about 6%. That lends weight to the theory espoused by some analysts that Mondelez’s bid was a defensive move, designed to fend off a bidder of its own.

    Activist investor William Ackman has a stake in Mondelez and has put forward the idea of the company selling itself to Kraft Heinz. Mondelez and Kraft were both part of Kraft Foods until 2012. The latter is controlled by Warren Buffettand Brazilian investment firm 3G Capital Partners. Mondelez’s decision to go public with its bid may have been an attempt to ward off a 3G-orchestrated takeover, as owning Hershey might make it too big to swallow.

    That could have the effect of smoking out a bid for Mondelez before it can make another attempt at Hershey.

    Granted, Mondelez investors may also have been cheering the cost savings that could come with a deal if the company is able to convince the trust that controls 80% of Hershey to consider a higher offer. Hershey, whose sales have been declining, could benefit from Mondelez’s global platform, while the latter’s Cadbury may benefit from Hershey’s strong U.S. foothold, according to Susquehanna.

    Either way, things could get sweeter for Mondelez investors even without Hershey.

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14. Mondelez offers to buy chocolate giant Hershe

    Jun 30, 2016 | CBS News

    By Jonathan Berr

    Mondelez International (MDLZ) will have a battle on its hands if it is to succeed in acquiring Hershey (HSY), a deal that would create the world's largest candy maker.

    Hershey, the iconic U.S. chocolate giant, on Thursday rejected an unsolicited bid from Mondelez, which makes Oreo cookies, Wheat Thins crackers, Chicklets gum and a range of other products. In a statement, Hershey said its board of directors "carefully evaluated the indication of interest it received from Mondelez and "determined that it provided no basis for further discussion between Mondelēz and the company." Hershey also said it is committed to enhancing shareholder value.

    Mondelez's cash-and-stock offer for Hershey, which makes its eponymous bars and Reese's Peanut Butter Cups, among other sweets, values the company at $107 a share. Informal talks between Mondelez, which was spun off from Nabisco in 2012, and Hershey have been underway for the past few months, though a formal offer wasn't presented to Hershey until recently, according to a person familiar with the situation.

    "Mondelez's interest in the U.S. chocolate space... is far from a surprise," said Morningstar analyst Erin Lash in a note to clients. "Despite its tie-up with Cadbury more than six years ago, Mondelez has essentially been locked out of the U.S. chocolate category because Hershey acquired the rights to the Cadbury U.S. brands in 1988 in a deal that management has called 'ironclad.'"

    Hershey shares surged almost 16 percent in early afternoon trading after news of the offer was first reported by The Wall Street Journal and CNBC. The company's shares recently traded at $111.87, suggesting that Hershey may hold out for a higher bid.

    Hershey was founded in 1894 by Milton Hershey and remains controlled by a charitable group, the Hershey Trust, that bears his name. Mondelez sports a market valuation of more than $69 billion. Its shares also rose on the news, indicating that Wall Street is keen on the potential deal.

    In hopes of persuading Hershey Trust to sanction its bid, Mondelez is offering to base the combined chocolate operations of both companies in Hershey, Pennsylvania, and to rename the merged business "Hershey," said a source close to the deal.

    A spokeswoman for Mondelez said it was against company policy to comment on "rumors or speculation."

    Whether joining forces with Mondelez would amount to a sweet enough deal for the Trust, which owns 8.4 percent of Hershey's stock and 81 percent of its voting power, is hard to say. In 2002, the Trust rejected a $12.5 billion takeover bid from chewing gum maker Wm. Wrigley Co. that it was on the verge of accepting after alumni of the Milton Hershey School, which is funded by the Trust, Pennsylvania's attorney general and others raised objections.

    Hershey Trust CEO Ed Henry didn't immediately respond to requests seeking comment for this story.

    Despite that past resistance to a takeover, Hershey faces pressure from investors to boost growth. Earlier this year, the company lowered its 2016 earnings guidance because of lackluster demand for its products in both the U.S. and China.

    Hershey controls about 45 percent of the U.S. chocolate market, according to Morningstar. Mondelez is the corporate parent of Cadbury chocolate, which has a big presence in overseas markets. The company was spun off from Kraft Foods (KHZ) in 2012.

    Packaged food companies have seen sales slide in recent years, with consumers increasingly demanding fresh, healthier ingredients. Last year, Kraft Foods merged with H.J. Heinz in a deal arranged by Warren Buffett's Berkshire Hathaway (BRK.A) and 3G Capital, creating North America's third-largest food and beverage company. Buffet and 3G teamed up to acquire Heinz in 2013 for $23 billion.

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15. Hershey Board Rejects $23 Billion Takeover Bid From Mondelez

    Jun 30, 2016 | Bloomberg

    By Craig Giomonna, Ed Hammond, Jordyn Holman

    Hershey Co. snubbed a preliminary takeover offer from Mondelez International Inc. for $107 a share in cash and stock, turning down a deal that would have created the world’s largest candy company.

    The offer, which would have valued the company at about $23 billion, was rejected unanimously, according to a statement Thursday. Hershey’s stock pared earlier gainsafter the company released the remarks, though the shares still closed at an all-time high -- a sign investors are still holding out hope for a deal. Hershey rose 21 percent to $117.79 in New York.

    “The company’s board of directors, after receiving input from the company’s management and its outside financial and legal advisers, carefully evaluated the indication of interest,” Hershey said in the statement. In rejecting the bid, the board “determined that it provided no basis for further discussion between Mondelez and the company.”

    The Hershey Trust, which supports the Milton Hershey School and other endeavors, controls about 81 percent of the company’s voting shares. That makes a takeover of Hershey an uphill battle, said RBC Capital Markets analyst David Palmer.‘Highly Political’

    “The sale of Hershey will continue to be a highly political matter and extremely unlikely, in our view,” he said in an e-mail.

    The move deals a blow to Mondelez Chief Executive Officer Irene Rosenfeld, who is seeking to balance out the Oreo maker’s overseas-focused business. Hershey generated almost 90 percent of its revenue in North America last year, with the majority of that coming from selling chocolate in the U.S. The combination also would have vaulted Mondelez past Mars Inc. as the world’s biggest confectioner, according to Euromonitor International.

    “From a geographic perspective, the move makes sense,” said Jack Skelly, an analyst at Euromonitor. “Mondelez has achieved its position as the second-largest confectionery manufacturer in the world without any sizable presence in the U.S.”

    Mondelez didn’t immediately respond to a request for comment.

    The company had pledged to maintain jobs and move the combined entity’s headquarters to Hershey’s hometown, according to the Wall Street Journal. The new business also would have taken the Hershey name, the newspaper said. Hershey didn’t get into those details in its statement, but said the transaction involved “non-monetary considerations.” It also said the board and management “are committed to enhancing value for all stockholders in accordance with the company’s strategic plan.”

    The two companies have been talking in recent months, without reaching an agreement, a person familiar with the situation told Bloomberg News.

    Mondelez, which split from Kraft Foods in 2012, was set up to focus on faster-growing emerging markets. The global slowdown hurt the company in recent years and made the U.S. market look more attractive. It also may have been a defensive move to prevent Mondelez itself from becoming a takeover target.

    “While we view the chances of a Hershey-Mondelez combination as remote, we can understand Mondelez’s desire to do a deal,” Palmer said. The Hershey brand has wide recognition, he said.

    But Hershey faces its own challenges. It’s suffering from a cutback in sugar consumption by Americans, prompting it to push deeper into foods like beef jerky. The company’s troubles have made it more of a takeover target, analysts say. The question is whether the family trust would ever go along with a buyout.

    The trust has long been seen as an impediment to sealing a deal.

    “A hostile bid cannot succeed,” Pablo Zuanic, an analyst at Susquehanna International Group, said in a note.

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16. Nuts To That; Hershey Rejects Kiss From Chocolate Competitor

    Jun 30, 2016 | Associated Press

    By Candice Choi

    NEW YORK (AP) -- Hershey says it rejected a takeover offer from Oreo maker Mondelez that would bring some of the world's best known cookies and chocolates under one company.

    The company confirmed it received a preliminary offer from Mondelez for a mix of cash and stock totaling $107 for each share of Hershey common stock. That would value the deal at roughly $22.3 billion, according to FactSet.

    Following a review, Hershey said Thursday that its board determined the offer provided "no basis for further discussion." Any deal would be subject to the approval by the Hershey Trust, a controlling shareholder.

    The Wall Street Journal, citing sources it did not name, had reported earlier in the day that Mondelez told Hershey it would take the chocolate maker's name and move its global headquarters to Hershey, Pennsylvania. Hershey's shares surged following the report, and closed up nearly 17 percent at $113.49.

    A spokeswoman for Mondelez, Valerie Moens, did not respond to a request for comment about Hershey's rejection of the offer.

    In addition to Oreos, Mondelez International Inc., based in Deerfield, Illinois, owns Cadbury chocolates, Trident gum, Nabisco cookies and Ritz crackers.

    The acquisition of Hershey would give the combined company 18 percent of the global candy market and make it the industry's largest player, according to Euromonitor International. Mars Inc., which makes M&M's and Snickers, is currently No. 1 with 13.5 percent of the market.

    The deal would also give Mondelez a bigger presence in the domestic candy market. While Mondelez controls Cadbury overseas, Hershey has the licensing rights to the brand in the U.S. Mondelez gets the majority of its revenue from overseas, while Hershey gets most its revenue from North America.

    RBC Capital Markets analyst David Palmer said he did not think the deal would ultimately happen, since control of the Hershey company is part of the Hershey Trust's mission statement. But he said the offer by Mondelez could spur more aggressive cost-cutting at Hershey.

    J.P. Morgan analyst Ken Goldman said that at least part of Mondelez's rationale for making the bid was probably "defensive in nature," as the company did not want to be acquired by The Kraft Heinz Co., if Kraft is interested.

    While the Hershey Trust has rejected overtures in the past, Goldman noted that its board members have recently found themselves in hot water. Earlier this year, the Philadelphia Inquirer reported that the state attorney general sent the trust a letter seeking the resignation of three board members and the reduction of board compensation. The letter said the compensation exceeded the trust's own rules.

    An email and phone call to the Hershey Trust were not returned Thursday.

    A tie-up between Mondelez and Hershey would have marked just the latest chapter in a series of deals in the packaged food industry, with companies looking for ways to improve their financial results while up against struggling sales growth in major markets such as the U.S.

    When Heinz announced plans to buy Kraft last year, for instance, executives cited the cost savings that would be achieved by combining manufacturing and distribution networks. That deal took place just a couple years after Kraft split with Mondelez in 2012.

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17. The Morning Ledger: Hershey Spurns $23 Billion Mondelez Bid Proposal

    Jul 1, 2016 | Wall Street Journal

    By Maxwell Murphy

    Only Relevant Portion Included:

    Good morning. Mondelez International Inc. made a roughly $23 billion bidfor Hershey Co. in an effort to create the world’s largest candy maker at a time when both companies’ sales are under pressure. Mondelez, which makes Oreo cookies and Cadbury chocolate bars, recently sent a letter to Hershey proposing a tie-up at $107 a share, half in cash and half in stock. Hershey’s board unanimously rejected the bid Thursday and said it “provided no basis for further discussion.”

    Still, Hershey shares surged 17% to $113.49 on news of the offer—first reported by The Wall Street Journal—remaining elevated even after the company rejected the bid, in an indication investors believe Mondelez won’t be discouraged. Mondelez shares gained 6% to $45.51, giving the snack giant a market value of more than $70 billion. A takeover of Hershey, known for its namesake Kisses and chocolate bars, would face obstacles. Any deal would require the approval of the Hershey Trust, which holds 8.4% of its common stock and 81% of its voting power and has opposed a sale in the past.

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18. Mondelez makes takeover bid for Hershey, according to report

    Jun 30, 2016 | Chicago Tribune

    Mondelez International, the Deerfield-based global snack-food company known for brands like Oreo and Ritz Crackers, has made a bid to acquire Hershey, according to a Wall Street Journal report Thursday. The report said that Mondelez would move its headquarters to Pennsylvania if the deal is consummated.

    Mondelez also promised to protect jobs in such a deal and rename the company Hershey.

    "As a matter of practice, we do not comment on market rumors or speculation," Mondelez spokeswoman Valerie Moens said in an email to the Chicago Tribune.Mondelez CEO's total compensation down in 2015, falls to $19.7 million

    Shares of Hershey were up about 20 percent in morning trading. Rumors have swirled in recent months that Hershey, which manufactures a host of candy brands and confections including Reese's and Twizzlers, could be a takeover target.

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19. Mondelez makes takeover bid for Hershey: source

    Jun 30, 2016 | Reuters

    By Lauren Hirsch

    Mondelez International Inc (MDLZ.O), the maker of Oreo cookies and Cadbury chocolates, has made a takeover bid for chocolate and sugar confectionery company Hershey Co (HSY.N), a person familiar with the matter said on Thursday.

    A merger of two of the world’s top five candy makers would make Mondelez the world's largest confectioner, leapfrogging Mars Inc, which has 13.3 percent of the global market, according to data firm Euromonitor International Ltd.

    Hershey received Mondelez's preliminary offer this week and has yet to respond, the source said. Mondelez plans to keep the Hershey name and preserve jobs as well as help the company expand internationally, the person added.

    Hershey did not immediately respond to requests for comment.

    CNBC reported that Mondelez's bid was for $107 per share, with half in cash and half in stock. The Wall Street Journal first reported on the offer. Hershey shares jumped 15 percent to $112, giving the company a market capitalization of about $24 billion, while Mondelez rose 1.2 percent to $43.50.

    The Hershey's kisses maker is controlled by the Hershey trust, which has about 80 percent of its voting rights.

    Analysts have been skeptical of takeover bids for Hershey in the past.

    "The Trust ... is outwardly very committed to keeping the company independent," Bernstein analyst Alexia Howard had said in June last year. "So it's pretty much impossible for an activist to get involved or for the company to be bought."

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20. Mondelez Said to Have Approached Hershey With Takeover Offer

    Jun 30, 2016 | Bloomberg

    By Ed Hammond and Craig Giammona

    Mondelez International Inc. made a takeover offer for Hershey Co., according to a person familiar with the matter, a deal that would create the world’s largest candy maker.

    The bid valued Hershey at $107 a share, half in cash and half in stock, the person said, asking not to be identified as the information is private. The two companies have been talking in recent months, but no deal has been reached, the person said.

    Mondelez sent a letter to Hershey expressing interest this month, the Wall Street Journal reported earlier. Hershey, based in the Pennsylvania town of the same name, has a market value of about $25 billion.

    Hershey Co. shares rose as much as 21 percent Wednesday to $117.79, the biggest intraday gain in almost 14 years.

    A spokesman for Deerfield, Illinois-based Mondelez declined to comment. Representatives for Hershey didn’t immediately respond to a request for comment.

    Acquiring Hershey would balance the portfolio of Oreo maker Mondelez, which is mostly focused overseas. Hershey generated almost 90 percent of its revenue in North America last year, with the majority of that coming from selling chocolate in the U.S. The combination also would vault Mondelez past Mars Inc. as the world’s biggest confectioner, according to Euromonitor International.

    “From a geographic perspective, the move makes sense,” said Jack Skelly, an analyst at Euromonitor. “Mondelez has achieved its position as the second-largest confectionery manufacturer in the world without any sizable presence in the U.S.”Hershey Name

    Mondelez pledged to maintain jobs and move the combined company’s headquarters to Hershey, according to the Journal report. The new business also would take the Hershey name, the newspaper said.

    Mondelez, which split from Kraft Foods in 2012, was set up to focus on faster-growing emerging markets. The global slowdown has dealt the company a blow in recent years and made the U.S. market look more attractive.

    But Hershey faces its own challenges. It’s suffering from a cutback in sugar consumption by Americans, prompting it to push deeper into foods like beef jerky. The company’s troubles have made it more of a takeover target, analysts say. The question is whether the Hershey family trust would go along with a buyout. The Hershey Trust Co., which controls about 80 percent of voting rights, has long been seen as an impediment to sealing a deal.

    “They control the company,” said Bloomberg Intelligence analyst Ken Shea. “If it’s a friendly deal, presumably they’ll have the trust on board.”

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21. Oreo-Maker Mondelez Launches Takeover Bid for Hershey: Report

    Jun 30, 2016 | CNBC

    Mondelez -- makers of Oreos, Chips Ahoy cookies and Cadbury bars -- launched a takeover bid for chocolate king Hershey on Thursday, according to reports in the Wall Street Journal.

    Hershey shares jumped 21 percent on the news. The company has a market value of almost $21 billion.

    Talks between the two of the world's largest candy companies have been ongoing, people familiar with the matter told CNBC.

    However, any deal would need to be approved by the trust that controls Hershey through a special class of stock.

    In 2002, the company had attempted to explore the possible sales of the company, and it received interest from a number of companies, including Mondelez's predecessor, Kraft Foods. However, groups including former students of the Milton Hershey School opposed any deal. 

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22. Hershey stock soars after report of Mondelez takeover bid

    Jun 30, 2016 | Associated Press

    Shares of Hershey are soaring after a report that it could be taken over by Oreo cookie maker Mondelez International.

    The Wall Street Journal, citing sources it did not name, reported Thursday that Mondelez recently sent a letter to Hershey proposing the deal. A takeover would bring together two of the world’s largest snack and candy makers. Mondelez said it would locate the headquarters of the combined company in Hershey, Pennsylvania and take on the Hershey name, according to the Journal.

    The Hershey Co.’s stock was up 15 percent at $112.34 in midday trading.

    A spokeswoman for Mondelez, Valerie Moens, said in an email that the company does not comment on “market rumors or speculation.” A representative for Hershey did not respond to a request for comment.Most Read StoriesDoctors worry over women going for cleanshaven ‘Barbie doll look’Billionaire Paul Allen donates $1M to build housing for homeless in Columbia CityThe sorrow of Steak ’n Shake  VIEWNorth Carolina woman shot, killed working in her rice gardenGrizzly kills mountain biker near Glacier National ParkThis week, save 75% on select subscriptions.

    Mondelez International Inc., based in Deerfield, Illinois, also owns Cadbury chocolates, Nabisco cookies and Ritz crackers. The company split from Kraft Foods in 2012, taking brands that were seen as having international appeal and bigger growth potential.

    A tie-up between Mondelez and Hershey would mark the latest chapter in a series of deals in the packaged food industry, with companies looking for ways to improve their financial results while up against struggling sales growth in major markets such as the U.S. When Heinz announced plans to buy Kraft last year, for instance, executives cited the cost savings that would be achieved by combining manufacturing and distribution networks.

    Later this year, ConAgra Foods also plans to split into two publicly traded companies. One will hold onto branded products such as Slim Jim and Healthy Choice, while the other will take the company’s Lamb Weston frozen potato business that supplies to restaurant chains and foodservice.

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23. Hershey looks too sweet for Mondelez to resist

    Jul 1, 2016 | Financial Times

    By Lindsay Whipp in Chicago, Scheherazade Daneshkhu and Arash Massoudi

    Activist investor Nelson Peltz was positively scathing when he first took aim at one of the US’s most prominent confectionery companies. “The name Mondelez, I hate. It sounds like a disease,” he said in 2013.

    Three years later, Mr Peltz now sits on the board of the company that makes Oreo cookies and Cadbury’s chocolate. His presence was the price that Irene Rosenfeld, Mondelez chief executive, paid last year to stop him agitating for a combination with PepsiCo’s Frito-Lay snacks division.

    Now the Mondelez name, created for the business that spun off from Kraft foods four years ago, could disappear if Ms Rosenfeld’s long-shot $23bn approach for smaller rival Hershey Foods is successful.

    The informal $107 a share offer — which included a proposal to keep the century-old Hershey name for the combined company — was rejected on Thursday by the Pennsylvania-based company, which is controlled by the Hershey Trust.

    The trust, set up to educate poor children, has resisted prior takeover attempts, but there are good reasons for Ms Rosenfeld to return with a more candy-coated proposal.

    Mondelez’s approach is both opportunistic and defensive and comes at a time of increasing consolidation in the food industry, as companies grapple with changing consumer tastes and stubbornly slow sales growth.

    Analysts say the proposed deal is strategically sound, because the two companies’ largest markets do not overlap very much and because the chocolate business is still fragmented compared to the rest of packaged food.

    A combination of Mondelez and Hershey would overtake Mars as the largest confectioner with 21 per cent of the global market, according to Euromonitor data. Combined sales would reach $37bn.

    Mondelez, which also owns Trident chewing gum, is the world’s second-largest confectionery company after Mars of the US, with revenues last year of $26.8bn. But its US chocolate sales are small while Hershey has 40 per cent of the world’s largest chocolate market. That is partly because Hershey rather than Mondelez owns the right to sell Cadbury in the US.

    At the same time, Hershey is very US focused — 85 per cent of its sales are in the country, compared to 25 per cent for Mondelez.

    Acquiring Hershey now would give Mondelez greater exposure to the US just at a time when the latter company’s key emerging economies — Brazil and China — are, respectively, in recession and experiencing slower growth.

    Combining with Hershey would bring Mondelez new products, including Reese Peanut Butter Cup and Hershey Kisses.

    The two groups could also combine their distribution systems in the US and cut costs by consolidating sales staff. One downside would be Hershey having to give up its rights to Nestlé’s KitKat brand in the US.

    Hershey is also attractive for its high profits margins of 20 per cent against 13 per cent at Mondelez.

    The bid also smacks of opportunism because it comes at a time of relative underperformance at Hershey and upheaval at the Hershey Trust, which controls 80 per cent of the voting rights and uses the income from its $12bn portfolio to support a school in the company’s home town.

    “There is currently a real drama unfolding at the board of the Hershey Trust,” said analysts at Olivetree. “This could present an opportunity to a third party.”

    The Pennsylvania attorney-general — currently Kathleen Kane — has regulatory oversight and could stop a deal if she deems it detrimental to the trust’s philanthropic principles and the broader community.

    Her office is investigating the trust over allegations of overpayment of directors, conflicts of interest and expenses, and is seeking the resignation of three longstanding board members. The trust said it was co-operating and “expects to appropriately resolve [the] outstanding concerns”.

    Mondelez’s move also has a defensive element. Many investors and analysts see the company as vulnerable to a potential bid from 3G Capital, the New York-based private equity group which has been buying up North American food companies, including Heinz, Burger King and Mondelez’s erstwhile sister group Kraft.

    Adding Hershey on to Mondelez would make the combined company that much bigger and harder for 3G to swallow. “The company might fear a hostile bid,” said Pablo Zuanic, analyst at Susquehanna financial group.

    Mondelez/Hershey: bitter and sweet

    Anachronistic chocolate group may be ready to modernise

    Morningstar analyst Erin Lash said that Mondelez’s offer, which gives Hershey an enterprise value of about $26bn or 15 times earnings before interest, tax, depreciation and amortisation (ebitda), is too low.

    She said that an enterprise value of 16-17 times ebitda would be “reasonable”, implying a price of $120 a share.

    Analysts say that Mondelez is likely to improve its $107 a share offer in the coming weeks. But its approach may also flush out other potential suitors, such as Ferrero though the Italian confectioner would be unlikely to be able to fund a bid on its own.

    Switzerland’s Nestlé, the fourth-largest chocolate company in the US, could also enter the fray but it has been focusing on expansion at the premium end of the chocolate market and Hershey is mass market, analysts say.

    Despite deep-seated doubts that the trust would be interested in a deal, analysts and industry veterans agree that Mondelez’s advances are not over and that winning Hershey would be a coup for Ms Rosenfeld.

    Copyright The Financial Times Limited 2016. All rights reserved. You may share using our article tools. Please don't cut articles from FT.com and redistribute by email or post to the web.
    

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24. CMO Today: Mondelez Wants Hershey, And Maybe Its Brand Too

    Jul 1, 2016 | Wall Street Journal

    By Mike Shields

    Only Relevant Portion Included:

    HERSHEY KISS: Mondelez International, maker of food products like Oreo and Ritz,made a $23 billion bid for Hershey Co., reports The Wall Street Journal. Besides creating a company that has all the makings of a six-year-old’s ideal dinner (cookies, crackers and chocolate), the potential maneuver could yield an interesting marketing twist: Mondelez, a company with a name that nobody gets, offered to assume the beloved brand of Hershey (one that practically evokes childhood), CMO Today reports. Hershey rejected the approach, so this may not come to fruition, but if the merger dance resumes, this would be a way for Mondelez to ditch its much-mocked moniker. The name blends two words of Latin origin--“monde” (translation: world) and “delez” (translation: delicious). It seems that some people don’t appreciate how cool Latin is in 2016. “I would put Mondelez up there with some of the worst corporate names,” said Kelly O’Keefe, a marketing professor at Virginia Commonwealth University’s Brandcenter.

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25. Hershey shares make sweet jump on report of Mondelez bid

    Jun 30, 2016 | USA Today

    By Hadley Malcolm

    Investors think a merger between two of the largest snack companies in the U.S. would be pretty sweet.

    Shares of Hershey soared to a record high in morning trading Thursday on a report that Mondelez made a bid to acquire the Hershey, Pa., company. The combined candy king would mean the marriage of some of the country's most beloved treats. Mondelez, based in East Hanover, N.J., makes Oreos and Chips Ahoy, while Hershey of course has its iconic Hershey's Kiss and chocolate bars.

    The Wall Street Journal reported that Mondelez sent a letter to Hershey proposing the acquisition, citing "people familiar with the matter." Neither Mondelez or Hershey immediately returned requests for comment.

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26. Hershey shares pop 21 pct on report of Mondelez takeover bid

    Jun 30, 2016 | CNBC

    By Christina Cheddar Berk

    Hershey reopens after halting 2 Hours Ago.

    Hershey shares were halted for news Thursday afternoon.

    Earlier the stock surged to a 52-week high Thursday on reports that the chocolate company had received a takeover bid from rival Mondelez International. 

    In a half cash, half stock bid, Mondelez offered $107 per share for Hershey last week, people familiar with the matter told CNBC.

    These sources also said that Mondelez has pledged to protect jobs following any deal and to locate its global chocolate headquarters in Hershey, Pennsylvania, and rename the company Hershey. Those overtures could help pave the way to a potential transaction, given the history of the company in the area.

    Talks between the companies have been ongoing, people familiar with the matter told CNBC. However, any deal would need to be approved by the trust that controls Hershey through a special class of stock.

    Although the Hershey Trust owns 8.4 percent of the company's common stock, it controls 81 percent of its voting power.

    In 2002, Hershey had attempted to explore the possible sale of the company, and it received interest from a number of suitors, including Mondelez's predecessor company Kraft Foods. However, groups including former students of the Milton Hershey School and local residents opposed any deal at that time, even going so far as to seek an injunction blocking any proposal.

    A combination of the companies would bring together Mondelez, which owns Oreo cookies and Cadbury chocolate, and Hershey, the maker of Reese's peanut butter cups and its eponymous Kisses.

    A spokeswoman for Mondelez declined to comment to CNBC, saying that the company does not comment on market rumors or speculation.

    Hershey shares hit an intraday high of $117.79. The stock, now halted, last traded up more than 15 percent. Mondelez was also trading higher, up more than 1 percent after the news. With Hershey shares trading higher than the speculated offer price, it is likely investors are betting on a sweeter deal.

    The stock's 15.5 percent gain is Hershey's biggest stock price move since July 25, 2002, when Hershey's consideration of a sale became public. That step ultimately resulted in Wm. Wrigley Jr. making an offer of $12 billion for the company, executives close to the negotiation said at the time.

    However, the offer was rejected when the Hershey Trust Co. bowed to the pressure it was receiving from the community. At that time, the Trust was considering the sale as part of an effort to diversify the company's holdings.

    At that time, the trust received other offers beyond Wrigley, among them were Nestle and Cadbury Schweeps, those familiar with the transaction said. In the years since, Wrigley itself was acquired by the privately held Mars, the maker of M&Ms, and Cadbury was acquired by Kraft.

    The Trust's primary beneficiary is the Milton Hershey School. In 1918, Milton S. Hershey and his wife Catherine donated their wealth to the boarding school upon Catherine's death. Milton Hershey also provided for the school's future by donating 30 percent of all future Hershey profits to it. The school initially aimed to provide an education to orphaned boys, but now it is a coeducational school and it draws lower-income students from across the country.

    The possibility that Mondelez's offer would protect the Hershey name and its presence in the Pennsylvania town may be helpful in winning support from the community, which fiercely opposed the earlier attempt at a deal.

    On Thursday morning, Hershey had a market value of $21 billion, versus Mondelez's value of $69 billion.

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27. Mondelez's move on Hershey sends shivers through cocoa market

    Jul 1, 2016 | Reuters

    By Luc Cohen

    When Olam International agreed to buy rival Archer Daniels Midland Co's cocoa processing business in December 2014, catapulting it into the top echelon of bean buyers, confectioners worried about its outsized power over prices.

    Now, Mondelez International Inc's audacious bid on Thursday for Hershey Co, to create by far the world's largest cocoa buyer, could hand the bargaining chips in the volatile niche market back to the candy makers. With more buying power, candy makers could demand lower prices from traders already operating on thin margins.

    Hershey's board of directors unanimously rejected Mondelez's $23 billion takeover bid on Thursday.

    Even so, the combined company would cushion Mondelez from wild swings in prices of key ingredients. Soaring cocoa, dairy and nut prices forced some in recent years to raise prices, but the sticker shock for sweet-toothed shoppers hurt sales.

    But the bid also raised the specter of consolidation among chocolate makers, which could create larger buyers of commodities including cocoa and sugar, worrying middlemen who have already seen their margins squeezed.

    The additional pricing power of the new entity would be "concerning," a veteran cocoa buyer said.

    Mondelez is already the world's largest cocoa consumer, and after a tie-up with Hershey it would consume 650,000 tonnes per year, 50 percent more than the No. 2 consumer, Nestle SA , according to the Cocoa Barometer publication by nonprofit industry watchdog VOICE Network.

    Global cocoa demand totals around 4 million tonnes annually.

    "You create a huge giant as far as cocoa consumption is concerned," said Antonie Fountain, VOICE managing director.

    The most immediate questions raised by the potential deal concern the companies' relationships with Swiss processor Barry Callebaut AG, which became the world's largest manufacturer of chocolate and cocoa products after a 2013 purchase of Petra Foods' cocoa business.

    In 2007, Barry Callebaut reached a deal to supply Hershey with chocolate through 2022. Three years later, it agreed to supply Kraft Foods - which spun off Mondelez in 2012 - with the majority of its cocoa products and industrial chocolate globally. It remains a top supplier after the spinoff, sources said.

    The fact that Barry Callebaut supplies both companies reduces its risk of being squeezed out, but a combined company would likely look for alternatives and exert some leverage on prices, four industry experts each with decades of experience said.

    "If it were me, I would look to diversify away from Barry," said one of the sources. They spoke only on condition of anonymity because they are not authorized to comment to the press.

    Representatives of Barry Callebaut and Cargill Inc both declined to comment. Cocoa processor Blommer did not immediately respond to a request for comment.

    Growing purchasing power in the downstream sector would squeeze already-tight margins among processors, one trade source said. Grinders and processors have consolidated in response to tight competition amid stagnant demand.

    "This makes them one more powerful buyer in an already consolidated industry," said a sugar trader with a global firm.
    

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28. Hershey rejects Mondelez buyout, but more offers may be coming

    Jul 1, 2016 | Philadelphia Inquirer

    By Bob Fernandez

    The Hershey Co. candy giant Thursday rejected a takeover bid from Oreo-maker Mondelez International Inc. that would have kept the combined firm's chocolate operations in Hershey, Pa.

    But even as the Hershey board was unanimously rejecting the offer, its stock was rising. Hershey shares closed up $16.35 on Thursday - or almost 17 percent - to $113.49. Shares retreated slightly after hours but stayed in that range as analysts speculated that the move on the iconic chocolate company may yet attract more offers.

    Mondelez offered $107 a share and a total of $23 billion for Hershey, which has faced slowing growth and remains mostly a U.S. firm.

    Investors believe that Mondelez, which makes Cadbury chocolate in Europe and is more international in scope, could bid up to $120 a share or more.

    Keith Denninger, an event-driven strategist with the institutional research firm Olivetree Financial in Stamford, Conn., said Mondelez may be seeking a deal because the trust that controls Hershey faces internal turmoil and could be vulnerable to a buyout.

    Mondelez also has come under pressure from activist investor William Ackman, who wants the company to increase revenues or sell out. Mondelez, based in Deerfield, Ill., declined comment.

    The $12.3 billion Hershey Trust controls about 80 percent of the voting control of the Hershey Co. as the fiduciary for the 2,000-student Hershey School for impoverished children and orphans, the richest private school in the nation.

    The Pennsylvania Office of Attorney General is seeking the removal of three trust board members who have served more than 10 years, including chairwoman Velma Redmond and former chairman Robert Cavanaugh, by July 31.

    Cavanaugh also holds a seat on the candy company board, as does former Pennsylvania Gov. Tom Ridge.

    Mondelez has reportedly said it would change its name to Hershey and run its global chocolate operations from the central Pennsylvania town, according to a report by CNBC. News of a possible offer was first reported by the Wall Street Journal.

    Hershey, whose confectionary brands include Reese's, Jolly Rancher, Good & Plenty, Rolo, and Twizzlers, faces its own challenges, including a cutback in sugar consumption by Americans and a relatively small international business as other candy giants have globalized operations.

    Seeking to diversify its sugar-based products, Hershey acquired the company that makes and markets Krave jerky in March 2015.

    Hershey had sales of $7.4 billion and profits of $512 million in 2015. Stock dividends on Hershey shares help finance the educational programs at the Hershey School.

    In 2015, Mondelez reported sales of $29.6 billion and profits of $7.3 billion.

    "From a geographic perspective, the move makes sense," Jack Skelly, an analyst with Euromonitor, told Bloomberg News. "Mondelez has achieved its position as the second-largest confectionary manufacturer in the world without a sizable presence in the United States."

    But a Mondelez deal for Hershey seems far from certain due to state politics.

    In 2002, then-Attorney General D. Michael Fisher and the Dauphin County Orphans Court halted the sale of the Hershey Co. to Wm. Wrigley Jr. Co. for $89 a share when the community and unionized workers protested the deal in the streets.

    The company may not rekindle that support, as over the last decade it has closed its big chocolate plant in downtown Hershey and moved those manufacturing operations to Mexico.

    The company has retained a manufacturing complex with two factories in Hershey, one that makes milk chocolate and a second that makes Reese's Peanut Butter Cups and Kit Kats.

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29. Prospective Hershey Suitors Face Numerous Unusual Hurdles

    Jul 1, 2016 | Wall Street Journal

    By ANNIE GASPARRO and JULIE JARGON

    Snack maker Mondelez International Inc. or any other potential bidder for Hershey Co. is up against not only a board that indicated it doesn’t want to sell, but a secretive, controlling shareholder—and the state’s top law officer.

    Mondelez, whose roughly $23 billion bid was quickly rebuffed this week, is expected to continue fighting for a union. The company said Friday it handles situations such as this “through private communications between companies.”

    But, if the company continues its pursuit, it will have to contend with an unusual number of additional legal and political hurdles unique to deal making with the famous chocolate maker.

    No deal would happen without the blessing of Hershey Trust Co., which controls 81% of the company’s voting power and 8.4% of its common stock.

    Set up in 1905 by chocolate icon Milton Hershey, the trust’s mission is to make decisions based on the potential impact to the Milton Hershey School for underprivileged children, and the community of Hershey, Pa.—which had protested selling the company in the past.

    Any sale would also need final approval of Pennsylvania’s attorney general, who—under an unusual 2002 state law—has the power to countermand the trust, and has done so in the past.

    Yet another challenge is the current political turmoil in the state, where Attorney GeneralKathleen Kane is riding out the last few months of her first term, having been stripped of her law license after being accused of leaking confidential information and lying about it. Ms. Kane has said the charges against her are part of a conspiracy involving former state prosecutors she was investigating.

    Other food makers, including Kellogg Co. and Campbell Soup Co., have significant ownership by family and trusts, but Hershey is further subject to a state law that requires the top law-enforcement official to green light the sale of any company controlled by a charitable trust.

    The law is a “public policy tragedy,” according to Robert Sitkoff, a Harvard Law School professor who has studied the trust. He said that diversifying the trust’s portfolio would benefit the school and community but said he thinks any deal would face difficulties.

    Others, including a former Pennsylvania attorney general, said a sale would hurt the community by resulting in job losses and other adverse economic and social impacts.

    “Predicting and trying to rationalize the Trust’s behavior has always been a tricky exercise,” said Susquehanna analyst Pablo Zuanic.

    A spokesman for the Hershey Trust board said it wouldn’t comment on whether it supports selling the company, but three trust board members have seats on Hershey’s board, which unanimously voted against the Mondelez offer of $107 a share on Thursday.

    The trust itself is juggling other problems. A continuing investigation by the attorney general’s office into alleged overpayment of directors and conflicts of interest has led to several directors resigning. The trust has said it is cooperating with the probe.

    The fate of the 2002 deal talks is instructive. Hershey called off a sale to chewing-gum maker Wm. Wrigley Jr. Co., now a unit of the privately held Mars Inc., at the final hour, after facing resistance from the attorney general’s office, which obtained an injunction granted by Pennsylvania Orphans’ Court, saying a sale would hurt the community.

    Less than two months after the scuttled deal, the Pennsylvania governor signed an amendment to a statute requiring the attorney general to approve the sale of any company controlled by a charitable trust.

    A spokesperson for the attorney general’s office said this week that it would need to review the details of any offers to buy Hershey before determining if it would be in the best interest of the school.
    

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30. Trust Holds the Key to Whether a Bid for Hershey Succeeds This Time

    Jun 30, 2016 | New York Times

    By Leslie Picker, Stephanie Strom and Michael J. de la Merced

    For the better part of the last century, there has been one major hurdle whenever Hershey Company was on the verge of a major deal: a charitable trust that controls about 81 percent of the voting power.

    When Wm. Wrigley Jr. Company wanted to buy the company at a 42 percent premium in 2002, the trust called off the sale at the last minute.

    When the trust became unhappy with Hershey’s performance and its deal talks with Cadbury in 2007, it asked for the resignation of six directors.

    When Hershey wanted to buy Cadbury in 2010, a rift between the American company and the trust allowed a rival, Kraft Foods, to prevail in the $19 billion acquisition of the British candy maker.

    Now, all eyes will be on the Hershey Trust Company again after Mondelez International (which was spun off from Kraft in 2012) made a $23 billion takeover offer for Hershey. On Thursday, Hershey rejected the $107-per-share offer — representing a 10 percent premium — saying in a statement that it “provided no basis for further discussion.”

    The question many observers are asking is whether this time will be different if Mondelez comes back with a higher price. The Pennsylvania Attorney General’s Office, which has raised concerns over the trust’s deployment of funds, is seeking an overhaul of its board. If that were to happen, some believe Hershey’s largest shareholder would more apt to sell.

    In some ways, the trust is clinging to a storied history. Milton S. Hershey and his wife, Catherine Sweeney, known as Kitty, never had children. So in 1909, they set up a boarding school for needy boys and deeded 486 acres of land to an entity called the Hershey Trust Company, which was created to fund the school.

    There are two other charitable entities associated with Hershey, one of which is the nonprofit Milton Hershey School and the other a more plain-vanilla foundation, the M. S. Hershey Foundation, which supports the local museum and park.

    In 1918, Mr. Hershey gave all of his Hershey company stock to the trust. At the end of March, the Hershey Trust held 12.7 million common shares of the company.

    The Hershey Trust exerts control over the company because of its control of B shares, each one of which has votes equaling 10 shares of common stock. It thus controls roughly 80 percent of the total votes of all classes of the company’s stock. Eric Henry has been chief executive and chief investment officer of the trust since 2012.

    Mondelez has pledged to keep jobs and the company’s headquarters in Pennsylvania, and retain the Hershey name. Those details — and concern for the public benefit — may be critical as the largest shareholder, which arguably has never acted like a typical shareholder, mulls over this latest potential tie-up.

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31. Hershey Co. (HSY) Stock Price Soars On Mondelez International Inc. (MDLZ) Takeover Bid Report

    Jun 30, 2016 | International Business Times

    Hershey Co.’s share price jumped 21 percent Thursday morning, touching a record high of $117.79, amid news that Mondelez International Inc., the maker of Oreo cookies and Cadbury chocolates, has made a takeover bid for the company.

    The Wall Street Journal first reported the tie-up, saying it would be a “blockbuster deal uniting two of the world’s best-known candy makers.” Hershey’s share price rally gave the company a market capitalization of about $25 billion.

    Mondelez recently sent a letter to Hershey proposing the deal, according to the Journal. Terms of the deal were not known, the paper added.

    Any deal would require the consent of the Hershey trust, which has about 80 percent of the company's voting rights.

    Analysts have been skeptical of takeover bids for Hershey in the past.

    "The Trust ... is outwardly very committed to keeping the company independent," Bernstein analyst Alexia Howard said in June last year. "So it's pretty much impossible for an activist to get involved or for the company to be bought."

    Mondelez said it will protect jobs following a merger of the two companies, locate its global chocolate headquarters in Hershey, Pennsylvania (where Hershey's HQ has always been), and rename the company Hershey, according to the Journal’s report.

    Hershey had a market value of $20.7 billion as of Wednesday's close, meaning a deal could value the candy maker at more than that. Mondelez had a $69 billion market value, the Journal said.

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32. Mondelez's bid may find gaps in Hershey's armor

    Jul 1, 2016 | Reuters

    By Lauren Hirsch and Lisa Baertlein

    An elaborate structure put in place to preserve Hershey Co's ties to its local community has been roiled by scandal, creating an opening that Mondelez International Inc seized on to launch a $23 billion for the chocolate giant.

    While Hershey's board of directors unanimously rejected Mondelez's offer on Thursday, its once impenetrable defenses are now looking weaker due to an investigation into the charitable trust that controls it, as well as controversy facing the Pennsylvania Attorney General, who also has a say in any change in Hershey Co's ownership.

    The Hershey Trust, set up by the company's eponymous founder a century ago, holds 81 percent of the company's voting stock and without its approval, a sale is impossible.

    The Trust has blocked Hershey deals in the past, including a 2002 takeover bid for the company, which makes Hershey's Kisses and Reese's Peanut Butter Cups.

    But the Trust set up over 100 years ago to help underprivileged children, is now being investigated by Pennsylvania Attorney General's office for how much it spends and how long its directors has served for.

    The AG's office has called for the resignation of three of its longest tenured employees. Separately, this year, the Trust fired its executive vice president, after he pled guilty to wire fraud associated with campaign contributions.

    The Trust is one of Pennsylvania's wealthiest charities. Its shares in the chocolate giant have created a $12 billion endowment that helps to fund a school as well as an amusement park and resort in Hershey, a small town about 100 miles (160 km) west of Philadelphia.

    Another hurdle to the Mondelez bid is the Pennsylvania Attorney General's office, which has the right to intervene in a Hershey deal if it deems it "unnecessary for the future economic viability of the company."

    The current AG in Pennsylvania, Kathleen Kane, is set to go on trial next month for allegedly leaking lewd and bigoted emails between prosecutors and judges to a reporter. The scandal has been dubbed "Porngate" by local media.

    Joel Glenn Brenner, author of the 2000 book 'The Emperors of Chocolate: Inside the Secret World of Hershey and Mars', said that the troubles facing the Trust and Kane could make them less resolute in opposing a deal.

    "This time, what makes it different is these investigations, the chaos at the attorney general's office, and the fact that there has been a turnover at the trust," he said.

    The fiduciary duty of the Trust, laid out in a 1909 deed, is to support the Milton Hershey School, an establishment created for children from low-income families, not Hershey's shareholders.

    In 2002, when Wm. Wrigley Jr. wanted to buy Hershey for $12.5 billion, the Trust called off the sale at the last minute. It also thwarted a deal in 2007, when confectionary company Cadbury entered into conversations about a tie-up and, in 2010, the Trust prevented Hershey from bidding for Cadbury.

    The Pennsylvania AG's office also helped pull the plug on the Wrigley deal in 2002.

    The Trust declined to comment on the offer for Mondelez, which would create the world's largest confectioner, but said it hoped to address the AG's concerns.

    "We expect to appropriately resolve outstanding concerns the Attorney General's Office has concerning the interpretation of the 1909 deed of Milton S. Hershey, where he outlined his wishes to provide a funding mechanism to provide the Milton Hershey School with sustainable financial resources in perpetuity," said Kent Jarrell, a spokesman for the Hershey Trust board

    A spokeswoman for Kane was not immediately available to comment. (Editing by Carmel Crimmins and Alistair Bell)
    

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33. Hershey’s Trust Has History of Vetoing Deals

    Jun 30, 2016 | Wall Street Journal

    By Annie Gasparro

    The roughly $23 billion bid for Hershey Co. by snack maker Mondelez International Inc.won't happen without the approval of the chocolate maker’s largest shareholder.

    And that key shareholder, Hershey Trust Co., has a long and complicated history of eschewing deals.

    A shake-up in the trust’s board membership this year, a need for diversification, and an investigation by the state’s attorney general could change those dynamics. But with 8.4% of the famous company’s common stock and 81% of its voting power, the trust has shown few signs of changing its behavior in recent years.

    The trust, set up by chocolate icon Milton Hershey back in 1905, controls an approximately $12 billion endowment for the Milton Hershey School, which runs a school in the town for underprivileged children, and related entities. The trust’s mandate extends beyond maximizing shareholder value.

    Back in 2002, the trust blocked an acquisition of Hershey by Wm. Wrigley Jr. even though the deal appeared to accomplish all the goals the trust had set for itself: dilute its investment in Hershey, get a big premium and maintain its relationship to the community of Hershey, Pa. In a last-minute twist, the trust rejected bids from Wrigley as well as a joint bid from Nestlé and what was Cadbury Schweppes at the time.

    The community of Hershey, Pa., and alumni of the Milton Hershey School had protested a sale of Hershey, fearing it would hurt the town. Despite the desire to decrease its exposure to the U.S. candy market, the trust ultimately succumbed to the intense public opposition, said a person close to the board at the time.

    Shortly after, the trust changed its bylaws making it harder for members to vote for a sale in the future.

    The Hershey Trust’s history of thwarting deals reached an apex in 2007. Then-Cadbury CEO Todd Stitzer had approached Hershey CEO at the time, Richard Lenny, in early 2007 about combining the two companies to create a “global confectionery powerhouse.” But when the manager of the trust’s daily operations learned about the potential deal talks, he accused Mr. Lenny of withholding information from the trust. Trust members also later accused the CEO of not detailing the performance woes of the company.

    The dust-up resulted in the resignation of Mr. Lenny and eight Hershey directors in whata local paper dubbed “the Sunday night massacre.” By the time the Hershey Trust tried to resume talks with Mr. Stitzer in late 2007, the climate for doing a deal had chilled.

    Mondelez ended up acquiring Cadbury in 2010.

    The trust now has about two-thirds of its endowment tied up in Hershey stock.

    Earlier this year, the trust appointed three new directors, and the Pennsylvania attorney general’s office is seeking the resignation of several longstanding board members.

    New members may be in favor of diversifying more by selling the company, which has been struggling in recent years to keep up with the change in consumer taste in the U.S.

    About three-quarters of Mondelez’s sales come from outside North America, whereas 88% of Hershey’s sales are domestic. Mondelez also has a much larger snack business, with brands like Oreo cookies and Ritz crackers. Hershey has been bulking up its snack profile with acquisitions of Krave beef jerky and other small brands.

    “The trust essentially has the veto vote,” said Jack Skelly, food analyst at Euromonitor International.

    But that won’t necessarily stop  Mondelez from trying. “I think they’re more than happy to keep driving this. They wouldn’t have started the process of this if they didn’t they had a good chance.”
    

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34. A Hershey Sale Wouldn't Sour Regulators

    Jul 1, 2016 | Bloomberg

    By Gillian Tan and Rani Molla

    Rejection hurts, and for a Mondelez-Hershey deal to come together, there's a lot that has to fall in line. But as for antitrust concerns, there's nothing to see here. 

    Hershey said Thursday afternoon that it rejected a preliminary offer from Mondelez after reports surfaced earlier in the day saying the Oreo cookie maker had made a cash-and-stock-bid of $107 a share. While Hershey said its board “determined that it provided no basis for further discussion between Mondelez and the company,” market watchers believe the door might still be open to a deal -- the stock closed above the bid, at $113.49. 

    Should a transaction eventually get done, it would merge the owner of Cadbury with the maker of Hershey chocolate bars and Reese's peanut butter cups. These are big names in chocolate, but for folks wondering whether attempts at combining the two brands would run into antitrust hurdles, the answer is a firm no. A combined Mondelez-Hershey would command only an estimated 18 percent of the global confectionery market, according to Euromonitor International. It helps, too, that the majority of Mondelez's confectionery sales are focused outside North America, while the opposite applies to Hershey. 

    If the deal gets across the line, it'll be the eighth-largest M&A transaction this year and the largest consumer goods deal since Kraft and Heinz joined forces.

    Trick or Treat

    A tie-up between Mondelez and Hershey would be the biggest consumer-products deal this year.

    But, there's wiggle room for it to move into seventh place. As we wrote Thursday, Mondelez's $107 a share offer -- at a bare premium of roughly 10 percent -- needs to be sweetened. This thought was echoed by Hershey's outright rejection on Thursday afternoon, but a better offer could prove tough if Hershey loses its license over KitKat in the U.S., which Nestle has the right to retain without any cost in a change-of-control, according to the Wall Street Journal. 

    That gives Nestle the biggest advantage among potential bidders, and it, too, wouldn't run into antitrust barriers. Rather, with combined share of 12 percent according to Euromonitor, it'd still rank behind Mars and Mondelez. That should give the Swiss giant something to chew on
    

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35. Fate of Megadeal for Hershey Rests With Scandal-Plagued Trust

    Jun 30, 2016 | New York Times

    By Craig Glammona

    Holding the key to the sale of America’s second-biggest candy company is a scandal-scarred, $12 billion charity that all but owns Hershey, Pennsylvania.

    Hershey Trust Co. controls about 80 percent of Hershey Co., guides the 107-year-old Milton Hershey School, and oversees an amusement park and resort in the town of about 14,000.

    Its 10 trustees have been averse to deals, scuttling efforts to separate them from their candy-coated source of cash. The Hershey Co. board rejected Mondelez International Inc.’s $23 billion bid Thursday to put together the biggest candy maker in the world by buying the ailing chocolate company.  

    What surprised some observers was that Hershey offered no rationale for rebuffing Mondelez, saying only that it saw nothing in the offering that warranted further discussion.

    It could be a negotiating ploy, said Chris Growe of Stifel Financial Corp.

    “We believe Mondelez will raise its offer to entice the Hershey Trust to engage in negotiations and eventually sell the business,” Growe said Thursday. If that fails, perhaps Hershey will get a bid from Nestle SA, he said. Nestle was about to buy the company in 2002 before the Hershey Trust killed the deal. Mondelez declined to comment on the deal. So did Kent Jarrell, a Hershey Trust spokesman.

    Four years after establishing the Hershey Trust, chocolate baron Milton Hershey opened the boarding school for low-income students and designated the trust as its administrator. The trust also runs the Hershey Entertainment & Resorts Company, which operates a minor-league hockey team, entertainment venues and Hersheypark. Along with the factory and corporate offices of the chocolate company, they dominate the landscape in Hershey, about 100 miles west of Philadelphia.

    U.S. consumers are cutting down on sugar and the candy company is suffering. Its name has been bandied about as a potential takeover target in recent months as the food industry consolidates. But any rumors come tinged with a touch of skepticism, mostly because of the Hershey Trust. Without its approval, a sale has no chance.  Attorney General

    Then there’s the little detail that the Pennsylvania attorney general has the right to review a deal to acquire the candy maker. That’s because the trust is legally obligated to continue financing the Milton Hershey School, and since the trust is supported by profits from the chocolate company, the state can try to stop a sale if it determines that school funding is threatened.

    The trust has been the subject of allegations in recent years of lavish spending by board members. The state attorney general recently sought the resignation of three board members and asked the trust to reduce board compensation, the Philadelphia Inquirerreported.

    Trust executive John Estey, a one-time aide to Pennsylvania Governor Edward Rendell, was fired in April after pleading guilty to wire fraud associated with campaign contributions. 

    With all the controversy at the trust, Mondelez emerged with a bid to take over Hershey at $107 a share.

    “I think Mondelez appreciates that the trust’s board has been weakened, and given how protective of Hershey’s interests the trust has been, now is the time, if ever, to swoop in,” said Asit Sharma, an analyst at the Motley Fool. “We can expect an adjusted offer in the near future, which will be more difficult for the board to reject unanimously as shareholders clearly support the idea of a merger.”

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36. Hershey rejects mega-bid to create the world’s biggest candy company

    Jun 30, 2016 | Washington Post

    By Drew Harwell

    Chocolate giant Hershey has rejected a takeover bid that would have created the world’s largest candymaker, a rare rebuttal in a food industry increasingly marked by mega-deals.

    Mondelez International, the maker of Cadbury chocolates and Oreo cookies, offered nearly $23 billion in cash and stock to buy America’s biggest chocolate conglomerate.

    But Hershey, known for its Kisses and Kit Kats, announced Thursday that its board of directors had unanimously rejected the bid, saying they “determined that it provided no basis for further discussion.” Mondelez representatives declined to comment.

    The deal would have combined the world’s second-largest candy company, a Kraft Foods spinoff with little business in the United States, with one of the quintessential American brands, whose founding chocolatier’s name adorns theme parks, boarding schools and a small Pennsylvania town calling itself “the sweetest place on earth.”

    Hershey stock closed up nearly 17 percent Thursday, even after it rebuffed Mondelez’s offer, to $113.49. Company shares are now worth about 140 times what they first sold for in 1978. Mondelez stock climbed about 6 percent, to $45.51.

    [Hershey’s plan to hook Americans onto impulse-buying chocolate again]

    “This is a highly ambitious move by Mondelez given the symbolic status of the Hershey brand in the U.S.,” said Jack Skelly, a food analyst with market researcher Euromonitor.

    Hershey’s rejection may not mark the end of any such deal, Skelly added. “Mondelez is nothing if not dogged in its approach to such takeovers.”

    Food conglomerates have increasingly bought or absorbed rivals in hopes that they can save money by sharing ingredients and streamlining production. Ketchup giant H.J. Heinz and Kraft Foods Group, two of America’s most iconic food brands, merged last year to create Kraft Heinz, one of the world’s biggest food empires.

    Mondelez’s largely international business would have also found a close complement in Hershey, which makes 85 percent of its sales in North America. Hershey made a third of the chocolates sold in the United States last year, garnering $6 billion in sales of Almond Joys, Reese’s and other sweets, industry data show. The company also commands a strong business in snacks, a market that is expected to grow 2 percent every year in the United States, reaching $40 billion by 2019, Euromonitor estimated last year.

    Although the food business is increasingly dominated by multinational brands, Hershey’s sweets still reveal strong ties to the regions where they first took shape. One of the best-selling markets for Lancaster Caramel Crèmes is Lancaster, Pa., where Milton Hershey launched his first successful candy company and began experimenting with coating caramels in chocolate, according to sales data provided to The Washington Post last year. York Peppermint Patties, the company said, still sell extraordinarily well in the Northeast, home to York, Pa., where the candy was created and first produced.

    As a candy entrepreneur, Hershey helped transform chocolates in the United States from a novel, upscale luxury to an affordable, regular treat. He was also an early paragon of consistency in manufacturing: A major innovation involved taking cocoa beans — with differing origins and flavors — and blending them to create snacks with unchanging texture, style and taste.

    Mondelez, a considerably newer invention, was created in 2012 when spun off from Kraft Foods’ North American grocery business. But its brands include some of the world’s best-selling snacks, including Chips Ahoy, Oreo and Ritz.

    Both companies have pushed to break away from the slow-growing candy business and capture the United States’ burgeoning appetite for healthier snacks. Hershey, best known for its namesake milk chocolate bars, is expanding offerings of fruit-and-nut bars, protein smoothies and sunflower seeds.

    The company last year spent more than $200 million to buy Krave, a beef jerky brand, which it has since expanded with flavors such as black cherry barbecue. In August, the company will begin selling Krave protein bars made with ingredients such as dried meat, cranberries and quinoa.

    Any major Hershey decision ultimately must be approved by the Hershey Trust, the charitable trust that wields a weighty chunk of shareholder votes and company stock. That trust also controls a $12 billion charity and some of Hershey’s most high-profile side ventures, including a private school for children from low-income families and a Pennsylvania theme park, Hersheypark.

    The trust has been resistant to past takeover attempts, including in 2002, when it abandoned a near-finalized offer from rival candy giant Wm. Wrigley Jr. worth $12.5 billion. Wrigley itself was gobbled up in 2008 with a $23 billion offer from Mars, the maker of M&M’s.

    The Hershey board said Thursday that Mondelez’s “indication of interest” offered $107 a share for Hershey stock as well other non-monetary offers, which it would not specify. Sources told the Wall Street Journal that Mondelez offered to change its name to Hershey, keep all manufacturing jobs in Pennsylvania and move its global chocolate headquarters to Hershey, Pa.
    

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37. Hershey Should Give In to Temptation

    Jun 30, 2016 | Bloomberg

    By Tara Lachapelle and Gillian Tan

    Snacks giant Mondelez made a bid for Hershey, the $24 billion maker of the iconic American chocolate bar. Many will tell you that any offer is dead on arrival because Hershey is controlled by a family trust that's long been opposed to selling the company. (Indeed, Hershey put out a statement Thursday afternoon saying it rejected Mondelez's $107-a-share offier.)

    But here's why it shouldn't spurn a suitor out of hand:

    Sugar Crash

    Like many big food manufacturers, Hershey's growth has slowed and its stock has been a bore.

    For nearly three years, Hershey's stock price has been flat. Candy and chocolate aren't exactly fast-growing areas of the food market, there's not a whole lot of room to innovate and millennials are driving a consumer shift toward healthier snacks. Short sellers are even beginning to take a bite out of the company:

    Not So Sweet

    The number of investors betting against Hershey is at its highest since 2010.

    Hershey's valuation may be looking increasingly too rich to justify -- unless of course a deal does take place. That's not to say the company should run with the first offer Mondelez makes. After all, Mondelez is backed by big activist shareholders Bill Ackman and Nelson Peltz, and one would think they'd keep M&A negotiations from resulting in too frothy a price.

    But the food industry is consolidating at a rapid pace, and acquirers are proving willing to pay higher valuations than in the past given the growth challenges they're up against. That means now's the time to hear out suitors and push for the best takeover price possible -- not summarily dismiss the idea of a deal. It could be good for Hershey shareholders.THEY'RE HUNGRY

    Hershey should hold a formal auction process and see who else comes out of the woodwork...perhaps Nestle, Kellogg -- or even Warren Buffett (it's no secret that the billionaire's sweet tooth has motivated some of his past acquisitions), either with or without an assist from 3G Capital. 

    Nestle could pay well north of the $107 a share that Mondelez offered. In fact, if it stumped up an all-cash offer of $124 a share for Hershey, representing a decent 30 percent premium to Wednesday's closing price, the purchase would still immediately boost earnings even without accounting for synergies, according to data compiled by Bloomberg.  A deal at those terms would actually be even more accretive to Kellogg, boosting its earnings by almost 20 percent, according to Bloomberg data. 

    Notably, Mondelez's offer -- a mix of cash and stock -- represents a mere 10 percent premium, which is well below this year's global average of 32 percent. While maintaining the same ratio of cash and stock, it can afford to pay roughly $116 a share while having the deal remain accretive before any synergies, Bloomberg data show.

    Hershey leaped to almost $118 a share, but investors curbed their enthusiasm after the company's statement. The fact that it's still hovering at roughly $112 a share indicates that traders think Hershey may still be in play and can fetch a higher price than what Mondelez offered.OFF THE MARK

    Poor Bill Ackman, though. He just can't catch a break. In March, Pershing Square trimmed its stake in Mondelez after the holding became outsized compared to the plummeting values of his investments in companies like Valeant. Any deal with Hershey seriously lessens the likelihood that the Oreo cookie maker will become a takeover target itself -- the very idea behind Ackman's thinking when he bet on the company last summer. This probably isn't the deal dessert he ordered. 

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38. Candy maker Mondelez opens takeover bid for Hershey’s: Report

    Jun 30, 2016 | The Washington Times

    By Ken Shepherd

    Mondelez International is reportedly attempting a buyout of chocolate maker Hershey‘s.

    The Illinois-based snack and candy maker sent a proposal letter to Hershey, the Wall Street Journal reported Thursday, citing unnamed sources.

    Terms of the proposal were unclear, but the deal could be well north of $21 billion, Hershey’s market value as of Thursday morning, according to The Journal.

    The Hershey Trust, which commands a supermajority of shareholder votes, previously has been opposed to selling, The Journal reported.

    Following the news, both Hershey Company and Mondelez stock have beentrading up in value, with Hershey’s stock reportedly reaching a record high.

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Trade Coverage

39. Why Mondelez craves Hershey

    Jul 5, 2016 | Crain's Chicago Business

    By Joe Cahill

    Mondelez International's bid for Hershey confirms that there are now two kinds of companies in the packaged foods business: 3G Capital and 3G imitators.

    The $23 billion takeover offer spurned last week by the 122-year-old chocolatier came straight out of the 3G playbook. With backing from billionaire Warren Buffett, the Brazilian buyout firm has picked off such hallowed food brands as Budweiser, Heinz and Kraft in recent years, sending shock waves through the industry.

    3G targets well-established brand names with dominant positions in mature market sectors. After acquiring a company, itslashes costs with a vengeance unheard of in a business that until recently focused more on brand-building than expense control. While this approach isn't great for sales growth, the brands 3G acquires are strong enough to withstand deep cuts without losing market share—think Heinz in ketchup or Kraft in cheese. With revenues relatively stable, the cost-cutting drives investment returns by pushing operating profit margins into the low-20 percent range, well above the mid-teen industry norm.

    When 3G has squeezed out every last dime of savings, it looks to bag another acquisition and repeat the process.

    That's causing considerable consternation among packaged foods executives. Companies hoping to stay off 3G's shopping list are scrambling to cut costs. General Mills, Campbell Soup, ConAgra and Kellogg are all whacking away at their cost structures. Mondelez also has set aggressive expense reduction goals.

    “Cost-cutting has become the primary story,” for packaged foods companies, says analyst Erin Lash of Morningstar.

    Now Mondelez CEO Irene Rosenfeld is working on the other half of 3G's formula. In Hershey, she's going after an old-line brand that dominates a mature market. Hershey controls 45 percent of U.S. chocolate sales. Revenue essentially flatlined at $7.39 billion last year, but Hershey's market position appears strong enough to withstand some 3G-style cost-cutting.

    And a Mondelez-Hershey combination would be all about cost cuts. Neither generates much top-line growth, and putting them together isn't likely to change that. Sure, Mondelez's international distribution network could put more Hershey bars in more places, but I don't believe it would drive significant sales increases.

    A Hershey acquisition would, however, help Rosenfeld move toward 3G-level profit margins. Lash estimates Hershey's adjusted operating margin at 19.1 percent, which towers over her 12.7 percent estimate for Mondelez. Nevertheless, Lash figures Mondelez could reduce Hershey's costs by 3 percent. Achieving those additional savings will be essential if, as expected, Rosenfeld jacks up her bid to win approval from Hershey directors.

    But the cost cutting necessary to make the deal pay off also could make it more difficult to land Hershey. A sale of Hershey requires not only board approval, but also the blessing of a trustthat controls a majority of the company's voting stock. In addition, Pennsylvania's attorney general has statutory authority to challenge a sale. The trust must evaluate any proposed sale based on its impact on the community of Hershey, Pa., and the trust beneficiary, a private school for disadvantaged children. Neither the trust nor the attorney general are likely to look kindly on a transaction that would reduce local employment. After all, they shot down an attempt by Chicago-based Wrigley to acquire Hershey for a significant premium back in 2002.

    Such concerns probably explain why Rosenfeld offered to move the combined company's “global chocolate headquarters” to Hershey and rename Mondelez “Hershey” if the deal goes through. Don't be surprised if she ends up promising not to cut any jobs in Pennsylvania. If so, she would have to find cost savings elsewhere in Mondelez, potentially including headquarters staff in north suburban Deerfield.

    A Mondelez spokesman declined to comment beyond confirming that the company made an offer for Hershey.

    Even if Rosenfeld wins Hershey and extracts the necessary savings, she'll have to start scouting for another deal quickly. Otherwise, sluggish growth will start weighing down Mondelez stock, making it vulnerable to a takeover.

    Not that Rosenfeld needs encouragement to make acquisitions. The inveterate dealmaker has reeled off a series of acquisitions and divestitures since taking the helm of Kraft Foods a decade ago, including the purchase of Cadbury for $19 billion in 2010. Less than two years later, she unveiled plans to split the company into Mondelez and Kraft Foods Group (which was combined with Heinz last year by 3G). Who knows, a Hershey acquisition might tee up another spinoff that would make the giant combined chocolate business an independent company.

    Anything is possible, but one thing is certain: In 3G's world, packaged foods CEOs must keep cutting costs and cutting deals.

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40. Hershey Rejects Mondelez's $23 Billion Takeover Bid

    Jun 30, 2016 | Fortune

    By John Kell

    It would bring Oreos and Hershey bars together.

    Mondelez sent a letter to Hershey proposing the potential tie-up, according to the Wall Street Journal, citing people familiar with the matter. If the deal were to occur, the plan would be for the combined company to retain the Hershey name.

    The news sent shares of Hershey  HSY 16.89%  soaring on the rumored deal. Shares of Mondelez  MDLZ 5.84% climbed a more modest 2%.

    A Mondelez-Hershey combo would result in a Big Food giant with close to $37 billion in annual sales and a market capitalization north of $90 billion. It would unite Mondelez’s Nabisco, Oreo, Cadbury, and Trident brands with Hershey’s namesake chocolates, Reese’s, and Kisses brands. Hershey’s revenue totaled $7.4 billion last year, while Mondelez was much larger with $29.6 billion.

    A Mondelez person told Fortune that “as a matter of practice, we do not comment on market rumors or speculation.” Hershey, meanwhile, confirmed it received a cash-and-stock offer totaling $107 per share but added that the board “unanimously” rejected the interest from Mondelez. It added the company’s board and executives “are committed to enhancing value for all stockholders in accordance with the company’s strategic plan.”

    Mondelez was part of the larger Kraft Foods Inc. until October 2012, when it completed the spinoff of Kraft Foods Group, with the remaining portion of the business renamed Mondelez. It is steered by CEO Irene B. Rosenfeld. Cookies and crackers make up 34% of Mondelez’s revenue, which is by far the largest product category for the company.

    If the deal were to occur, it would create the world’s largest global confectionery company. Currently, Mondelez commands a significant portion of the market, 12.8%. That’s just behind the market leader Mars Inc. with 13.5% of the market, according to research firm Euromonitor International. Hershey ranks fifth with 5.2% of the market.

    Hershey has been viewed by many as a takeover target—though most thought the acquirer would be Nestle. Both companies reported sales declines for 2015, and Big Food makers are facing broad challenges from tough economies in emerging markets, while consumers in the U.S. and other Western nations are lured by food startups challenging the popularity of well-known snack brands.

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41. 5 Things To Know About Mondelez's Rejected Hershey Bid

    Jun 30, 2016 | Forbes

    By John Kell

    The Big Food industry saw a mega deal get rejected on Thursday. Chocolate maker Hershey’s board firmly rejected a $23 billion cash-and-stock offer from snacking giantMondelez. A potential deal would have united Hershey’s namesake chocolates, Reese’s, and Kisses with Mondelez’s Nabisco, Oreo, and Cadbury.

    Mondelez  MDLZ 5.91% , which ranks No. 94 on theFortune 500, generates $29.6 billion in revenue while No. 362-ranked Hershey booked $7.4 billion in revenue. Impressively, Mondelez has seven “billion dollar brands,” as well as 51 brands that generate $100 million or more annually.

    For now, Hershey  HSY 16.32%  has rejected the offer, saying the board and executive management team has “determined that it provided no basis for further discussion between Mondelez and the company,” but there’s still a lot to be said about what this deal could mean. Fortune has dived into five important points.

    1. Investors are still hopeful for a Hershey takeover

    The deal price is valued at $107 a share and even with Hershey’s move to reject the bid, investors are hopeful an eventual takeover is successful. The stock ended Thursday’s trading at $113.46, up 17% for the day and the highest value ever for the company. Hope for more consolidation in the food industry led to notable stock gains on Thursday for a number of players in the space, including General Mills  GIS 5.10% , Kellogg  K 5.26% , B&G Foods  BGS 4.08% , and fellow chocolate maker Tootsie Roll  tootsie-roll .

    2. The Milton Hershey Trust is a takeover barrier

    This trust ensures that no hostile bid can be successful as it controls 80% of the votes. Some analysts have thus speculated that Mondelez’s ultimate strategy is a defensive one, as the company might fear it could receive its own hostile bid. Consumer goods analyst Pablo Zuanic argues that there is “nothing wrong with Mondelez wanting to be a consolidator in confectionery or biscuits.” In fact, the Susquehanna International Group analyst says he supports category consolidators though he warns the integration track record for Mondelez has been “uh, mixed….”

    3. Antitrust concerns are minimal

    Wall Street has seen a lot of big blockbuster deals squashed by the Obama administration in recent years, but observers were quick to point out that a Mondelez-Hershey deal—if Hershey were to get on board—would likely not be subject to such intense scrutiny. Why? Regionally, the companies don’t overlap too much. At Hershey, nearly 88% of total revenue comes from the North American market. Mondelez only derives 24% of revenue from that region; Europe is a far larger market for the snacking giant, and it has sizable operations in the Latin America and Asia Pacific regions.

    4. Buying Hershey fills a big hole at Mondelez

    Mondelez ended up nabbing a spot on Fortune‘s 10 companies with the biggest profit spikes last year, as profit soared to $7.3 billion last year from $2.2 billion due to a $6.8 billion one-time gain related to the company’s move last summer to unload coffee brands in exchange for cash and a 49% stake in a new firm called Jacobs Douwe Egberts. But the loss of that business has left a huge hole in Mondelez’s top line. Revenue tumbled 16.8% in the first quarter of this year. Analysts are projecting a 10% drop in revenue for the full year.

    5. Hershey could be attractive to other suitors

    If the tie-up with Mondelez doesn’t work out, some analysts say other suitors might be waiting in the wings. Zuanic named a few other possibilities, including Nestle (often seen as a potential acquirer of Hershey), as well as Kellogg,PepsiCo  PEP 2.73%  and even possibly 3G, though the latter firm is likely a long shot. Hershey is an attractive target partly because the global $100 billion chocolate market remains fragmented. While the top six firms command 60% global share, according to Euromonitor, the top three companies only have 38% share.

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42. Hershey's Trust Has History of Vetoing Deals

    Jun 30, 2016 | Nasdaq.com

    By Annie Gasparo

    The roughly $23 billion bid for Hershey Co. by snack maker Mondelez International Inc. won't happen without the approval of the chocolate maker's largest shareholder.

    And that key shareholder, Hershey Trust Co., has a long and complicated history of eschewing deals.

    The trust, set up by chocolate icon Milton Hershey back in 1905, controls an approximately $12 billion endowment for the Milton Hershey School, which runs a school in the town for underprivileged children, and related entities. The trust's mandate extends beyond maximizing shareholder value.

    Back in 2002, the trust blocked an acquisition of Hershey by Wm. Wrigley Jr. even though the deal appeared to accomplish all the goals the trust had set for itself: dilute its investment in Hershey, get a big premium and maintain its relationship to the community of Hershey, Pa. In a last-minute twist, the trust rejected bids from Wrigley as well as a joint bid from Nestlé and what was Cadbury Schweppes at the time.

    The community of Hershey, Pa., and alumni of the Milton Hershey School had protested a sale of Hershey, fearing it would hurt the town. Despite the desire to decrease its exposure to the U.S. candy market, the trust ultimately succumbed to the intense public opposition, said a person close to the board at the time.

    Shortly after, the trust changed its bylaws making it harder for members to vote for a sale in the future.

    The Hershey Trust's history of thwarting deals reached an apex in 2007. Then-Cadbury CEO Todd Stitzer had approached Hershey CEO at the time, Richard Lenny, in early 2007 about combining the two companies to create a "global confectionery powerhouse." But when the manager of the trust's daily operations learned about the potential deal talks, he accused Mr. Lenny of withholding information from the trust. Trust members also later accused the CEO of not detailing the performance woes of the company.

    The dust-up resulted in the resignation of Mr. Lenny and eight Hershey directors in what a local paper dubbed "the Sunday night massacre." By the time the Hershey Trust tried to resume talks with Mr. Stitzer in late 2007, the climate for doing a deal had chilled.

    Mondelez ended up acquiring Cadbury in 2010.

    The trust now has about two-thirds of its endowment tied up in Hershey stock.

    Earlier this year, the trust appointed three new directors, and the Pennsylvania attorney general's office is seeking the resignation of several longstanding board members.

    New members may be in favor of diversifying more by selling the company, which has been struggling in recent years to keep up with the change in consumer taste in the U.S.

    About three-quarters of Mondelez's sales come from outside North America, whereas 88% of Hershey's sales are domestic. Mondelez also has a much larger snack business, with brands like Oreo cookies and Ritz crackers. Hershey has been bulking up its snack profile with acquisitions of Krave beef jerky and other small brands.

    "The trust essentially has the veto vote," said Jack Skelly, food analyst at Euromonitor International.

    But that won't necessarily stop Mondelez from trying. "I think they're more than happy to keep driving this. They wouldn't have started the process of this if they didn't they had a good chance."

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43. Why Shares of Hershey (HSY) Are Surging Today

    Jun 30, 2016 | Zacks

    By Adam Clark

    According to a report from the Wall Street Journal, snack-food giant Mondelez International Co. MDLZ  has made an offer to purchase Hershey Co. HSY, which skyrocketed shares of the company Thursday. HSY rose more than 21% Thursday morning, before setting a little over 15% around 12 PM ET.

    Apparently talks between the two have been occurring for a few months now, as Mondelez has been trying to convince Hershey of the takeover. Mondelez reportedly has assured Hershey that in the event of a merger, the company would protect the jobs of Hershey’s employees, as well as be willing to move its chocolate headquarters to Hershey, Pennsylvania, and rename the company Hershey.

    Mondolez reportedly offered Hershey a deal of $107 per share in a deal comprised of cash and stock. Any potential deal is subject to approval from the Hershey Trust, holders of 81% of its votes, which has been opposed to selling in the past.

    Hershey has a market cap of $21 billion, and Mondolez is worth almost $70 billion. Shares of Hershey are up around 25% year-to-date, and the company has a Zacks Rank #3 (Hold). Shares of Mondelez are down just over 2% this year, and the snack-food producer is a Zacks Rank #3 (Hold) as well.

    News of the potential buyout sent several other food stocks up on Thursday, with Kellogg K, Campbell Soup CPB, General Mills GIS, and Pepsi Co. PEP all seeing their shares spike at least 2%.

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44. Hershey (HSY) Rejects Mondelez (MDLZ) Takeover Offer

    Jun 30, 2016 | StreetInsider.com

    The Hershey Company (NYSE: HSY) confirmed that it had received a preliminary, non-binding indication of interest from Mondelēz International (Nasdaq: MDLZ) to acquire the Company for a mix of cash and stock consideration, totaling $107 a share of Hershey common stock. The indication of interest also included other non-monetary considerations.

    The Company’s Board of Directors, after receiving input from the Company’s management and its outside financial and legal advisors, carefully evaluated the indication of interest. Following this review, the Board of Directors of the Company unanimously rejected the indication of interest and determined that it provided no basis for further discussion between Mondelēz and the Company.

    The Company’s Board of Directors and management team are committed to enhancing value for all stockholders in accordance with the Company’s strategic plan.

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45. RBC says Hershey sale to Mondelez unlikely, but bid may spur more cost action

    Jun 30, 2016 | The Fly

    RBC Capital analyst David Palmer said he views it as "extremely unlikely" that the Hershey (HSY) board and the Hershey Trust will reach a deal to sell the company to Mondelez (MDLZ) after rejecting the latter's indication of interest, though he does believe that the bid may encourage Hershey to take more aggressive cost reduction actions. However, such cost reduction potential would be bullish to Hershey at levels before the M&A speculation, but is "less compelling" at the stock's current levels, said Palmer. RBC has a Sector Perform rating on Hershey and an Outperform rating on Mondelez.

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46. Mondelez Could Be Looking to Gobble Up Hershey

    Jun 30, 2016 | MorningStar

    By Erin Lash

    According to several media outlets, wide-moat  Mondelez International (MDLZ)has made a bid to acquire Hershey (HSY), the leading U.S. chocolate manufacturer with more than 45% share of the domestic market.

    Mondelez's interest in the U.S. chocolate space (which has just 1% private-label penetration) is far from a surprise. Despite its tie-up with Cadbury more than six years ago, Mondelez has essentially been locked out of the U.S. chocolate category because Hershey acquired the rights to the Cadbury U.S. brands in 1988 in a deal that management has called "ironclad."

    It has been rumored the initial offer price is $107 per share--which equates to $26 billion or 15 times EBITDA--but given the potential synergies, we view this as a bit low. Assuming 3% cost synergies, we think an enterprise value/EBITDA multiple of 16-17 times (north of the low to mid-teens multiples that tend to characterize deals in the space, but warranted, given the low levels of private-label penetration in the confectionery category combined with the attractive profitability Hershey generates) seems reasonable, implying a price tag of nearly $30 billion or $120 per share, almost one fifth above our valuation.

    We don't intend to change to our $48 and $103 fair value estimates for Mondelez and Hershey, respectively, because a deal is far from certain at this point. We still believe the leading brands and entrenched retail relationships the firms maintain independently support our wide moat ratings.

    We think the one impending hurdle to a deal is that Hershey is a controlled company, with more than 80% of the voting power held by the Milton Hershey School Trust, which depends on Hershey's dividends to fund its operations. When Hershey attempted to sell itself in 2002, school alumni as well as the Pennsylvania attorney general vigorously opposed a deal, and we fail to see how this time would be different.

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47. Hershey Bid Offers Mondelez a Chance to Ditch Bittersweet Name

    Jun 30, 2016 | ADVFN.com

    By Dow Jones News

    Could there be a sweet byproduct from Mondelez's proposed $23 billion takeover of Hershey?

    In a bid to create a confectionery giant, Mondelez International Inc. offered to buy Hershey Co. for $107 a share, The Wall Street Journal first reported Thursday, citing people familiar with the matter.

    Not only would the proposed deal bring together some of the world's most well-known brands such as Oreo cookies and Hershey Kisses, but it could also be a very convenient way to ditch one of the worst corporate rebrandings in history.

    Hershey promptly rejected the approach, but Mondelez had gone to certain lengths to try to win over the Hershey Trust, which holds 8.4% of the company's common stock and 81% of its voting power and would have to approve any sort of deal. Mondelez is offering, among other things, to rename the combined company Hershey, according to one of the people.

    While the name might seem like a nice concession, it also would help unburden the snack-food giant from one of the more obscure and heavily criticized corporate monikers in recent memory.

    "It sounds like a great favor, if they can take the Hershey name," said Scott Lerman, founding partner of Lucid Brands. "The Mondelez name doesn't have the heritage like Hershey has," he said, adding that it's "awkward."

    The name Mondelez was introduced in 2012 after Kraft Foods Inc. split into two companies, with the snacksbusiness becoming Mondelez and a grocery business remaining as Kraft.

    The fact that company officials had provided a phonetic spelling of the name -- mohn -- dah-LEEZ -- when it was introduced should have been an early warning sign.

    It was an odd choice for a company that includes such famous brands as Ritz crackers and Oreo cookies, and it was widely panned by branding experts and the media.

    A Gawker headline read "Kraft's New Name is Crumbelievably Stupid," while a Business Insider headline used the word "Madness" to describe the decision.

    "I would put Mondelez up there with some of the worst corporate names," said Kelly O'Keefe, a marketing professor at Virginia Commonwealth University's Brandcenter. "It never really resonated with consumers," he added.

    Activist investor and Mondelez board member Nelson Peltz poked fun at the Mondelez name during the Delivering Alpha Conference in 2013.

    "It sounds like a disease," he scoffed.

    At the time of its introduction, the company said the name was meant to connote "the delicious world." It came from combining "monde," derived from the Latin word for "world," and "delez," meant to convey "delicious."

    To come up with the name, the company held a contest among its employees. Mondelez was based on suggestions from an employee in Europe and one in North America and the name was tested with focus groups in 28 languages, the company said.

    To be sure, corporate naming is a tough business and has become even trickier with the rise of social media, which has allowed more people to express their complaints quickly and publicly.

    Look no further than visceral reaction earlier this month when Tronc was introduced as the new name for Tribune Publishing Co. , the 150-year-old brand that owns the Los Angeles Times and Chicago Tribune newspapers.

    Still, Mondelez's offer to take the Hershey name flies in the face of convention. Typically, the acquiring company's name is the one that carries on. Plus, Mondelez is more than three times the size of Hershey. But Hershey clearly has a more widely known and beloved name, according to branding experts.

    To be sure, there have been instances where the name of the smaller company or acquired concern wins out. For example, when SBC Communications Inc. bought AT&T Corp. in 2005, the combined company adopted the AT&T name. The SBC name wasn't as well known as the AT&T brand, which has world-wide name recognition. Also, Chemical Banking Corp. chose to take the name of it 1995 merger partner, Chase Manhattan, even though Chase was the smaller of the two.

    While taking the Hershey name seems like a slam-dunk decision, ad experts said that still presents some branding problems.

    "Hershey's is hard-wired to mean chocolate, and the question will be how do they make it stand for not only chocolate but a whole set of products, " said branding expert Allen Adamson.

    Still, Mr. Adamson is in favor of a change.

    "It will be easier to make Hershey stand for snack foods than it will be to make Mondelez stand for anything," he said.

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48. Cadbury and Oreo-maker Mondelez reportedly making bid to buy Hershey's

    Jun 30, 2016 | Guardian Web

    Food Inc may be about to get even bigger: according to reports, Mondelez, the multi-billion dollar company behind Cadbury’s, Oreo and some of the world’s biggest brands, is trying to buy Pennsylvania-based American chocolatier The Hershey Company.

    On Thursday the Wall Street Journal reported that snack food titan Mondelez had submitted a bid for Hershey’s, which would give the company several major brand names to add to a portfolio that already includes Chips Ahoy, Côte d’Or, Toblerone and many others. Hershey’s makes Kit Kat, Reese’s, Almond Joy, its namesake candy bars and many other chocolate confections.

    The deal would also merge the British and American distribution and manufacturing arms of the Cadbury chocolate company, which Mondelez purchased in 2009, when it was a part of Kraft, after management acquiesced to a hostile takeover bid. Hershey’s currently produces and distributes Cadbury chocolates in the United States.

    Terms of the deal are not currently known, but the market value of Hershey’s rose from $21bn to $24bn on the news. Mondelez is currently worth about $69bn. Any deal would depend on regulatory approval, as well as the blessing of the Hershey Trust, which controls 81% of shareholder voting power.

    Hershey’s had an inauspicious 2015: shares fell by 15% and missed earnings estimates for the first two quarters of the year, in part because the company’s Chinese businesses under performed, notably Golden Monkey Food Company in Shanghai, which Hershey bought in 2013.

    The trust itself, which has opposed acquisitions in the past, is a troubled entity: in May, the attorney general of Pennsylvania demanded resignations from three members of its 10-person board over misuse of funds. The Hershey Trust controls some $12bn and administers the Hershey School, an institution for poor children, funds from which were allegedly used to purchase a golf course in 2013.

    Mondelez divested itself of its grocery businesses in 2012 – when the firm was still called Kraft Foods – under shareholder pressure, and now focuses entirely on snack foods. The spun-off company, which kept the Kraft name, has since merged with Heinz, while Mondelez divested itself of a minority stake in coffee company Douwe Egbert in 2015 for $5bn. Now, it appears the company has returned to acquisitions.

    Mondelez’s strategy of reshoring American jobs overseas in order to improve margins has been among the business decisions at issue in a presidential election season with an unusually strong focus on trade. Donald Trump vowed never to eat Oreos again (and exhorted competitor Chris Christie to do the same), despite profiting personally from the company’s decision.

    The company has pledged to protect local jobs in Pennsylvania, should its purchase of Hershey’s be approved, a source told the Journal.

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49. Would a Mondelez-Hershey Merger Raise Antitrust Concerns?

    Jun 30, 2016 | CSP

    DEERFIELD, Ill., and HERSHEY, Pa. -- In what would be a “blockbuster deal uniting two of the world’s best-known candy makers,” but which could spark antitrust concerns, snack maker Mondelez International Inc. made a bid to buy chocolate maker Hershey Co., reported The Wall Street Journal.

    As reported in a McLane/CSP Daily News Flash, Mondelēz recently sent a letter to Hershey proposing the combination, according to people familiar with the matter. The companies did not disclose the terms of a potential deal. Hershey and Mondelēz have market values of $21 billion and $69 billion, respectively.

    Any sort of deal would be contingent on the approval of the Hershey Trust, which holds 8.4% of the company’s common stock and 81% of its voting power. The trust has been opposed to selling the company in the past, said the Journal. In 2002, the trust rejected a proposal to seek a sale. 

    Mondelēz is pledging to protect jobs following a merger of the companies, locate its global chocolate headquarters in Hershey, Pa., and rename the company Hershey, according to one of the people.

    U.S. antitrust regulators could prove another hurdle, said a Food Dive report. Hershey's U.S. market share was at about 44% as of last year, and Mondelez, which generates about 30% of its global sales from chocolate, owns major chocolate brands such as Cadbury; however, almost 75% of Mondelez's business is concentrated outside of North America, so a potential Hershey takeover may not raise many antitrust concerns, while also strengthening Mondelez's presence stateside, it said.

    Deerfield, Ill.-based Mondelēz International is a global snacking company with 2015 net revenues of approximately $30 billion. It is a world leader in biscuits, chocolate, gum, candy and powdered beverages, with billion-dollar brands such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; and Trident gum. In 2012, Kraft Foods Inc. renamed itself Mondelēz after spinning off its North American grocery business.

    The Hershey Co., based in Hershey, Pa., is a global confectionery company with more than 80 brands that drive more than $7.4 billion in annual revenues, including Hershey’s, Reese’s, Hershey’s Kisses, Jolly Rancher, Ice Breakers and Brookside, as well as SoFit.

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50. Consumer Staples ETFs Pop on Hershey Takeover Bid

    Jun 30, 2016 | Nasdaq.com

    By Tom Lydon

    Consumer staples exchange traded funds led U.S. sectors Thursday after Mondelez International (NasdaqGS: MDLZ), the company behind Oreo cookies and Cadbury chocolates, made a takeover bid for confectionery firm Hershey Co. 

    The consumer staples sector was outperforming Thursday after Mondelez sought to acquire Hershey, potentially making Mondelez the world's largest confectionery, the Wall Street Journal reports. Mondelez proposed the tie-up at $107 a share.

    HSY shares surged 15.2% to $111.9 on the bid while MDLZ shares gained 4.5%.

    HSY makes up 2.8% of RHS and 0.8% of XLP. MDLZ makes up 2.6% of RHS, 4.7% of PBJ, 5.0% of FXG and 3.3% of XLP.

    The Hershey acquisition would allow Mondelez to tap into North American markets where Hershey generated almost 90% of its revenue last year.

    "From a geographic perspective, the move makes sense," Jack Skelly, an analyst at Euromonitor, told Bloomberg. "Mondelez has achieved its position as the second-largest confectionery manufacturer in the world without any sizable presence in the U.S."

    However, the deal is not set in stone as it would require the approval of the Hershey Trust, which holds 8.4% of the company's stock and 81% of its voting power. The Trust has also opposed selling the company in the past.

    The deal would create the world's biggest candy-making company as the second- and fifth-largest players combine forces, according to Euromonitor.

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51. The Mondelez Bid For Hershey Was Never Serious

    Jun 30, 2016 | Benzinga

    By Spencer Israel

    Mondelez International Inc's MDLZ 5.91% bid to acquire Hershey Co HSY 16.83% at $107 per share was unanimously rejected by the central Pennsylvania company's board.

    In their release, Hershey said the takeover bid provided "no basis for further discussion" with Mondelez. And so ends the fantasy of every child wishing for a chocolate empire.

    But veteran traders know that this was never a possibility.

    Because the majority owner of Hershey is the Hershey Trust Company, which controls 80% of the board and has a mandate to operate in the best interests of Hershey, Pennsylvania, Hershey is directly tied its location. The Pennsylvania state Attorney General also has influence because of the company essentially makes up the entirety of the local economy. 

    This is why when Hershey gets takeover bids they usually get rejected. It happened in 2002 when they had multiple bidders, and it happened again Thursday. The trust needs to maintain control over the company's location.  

    In fact one of those 2002 bidders was Cadbury Schweppes, which included a clause that would have made Hershey, Pennsylvania the U.S. headquarters of Cadbury. 

    So then why would Mondelez, a chocolate conglomerate in its own right, offer up a bid for a measly $107 per share? Surely Hershey is worth more than that. 

    It's because it was a defensive play. In other words, somebody could be trying to acquire Mondelez. Don't be surprised if we get more news on this in a week or so. 

    Mondelez made the offer for Hershey in an attempt to either a) speed up this process, or b) attempting a hail mary pass that, if successful, would have made them too big to acquire. 

    If you'd understood Hershey's ownership situation, then you'd have realized that his bid was never serious--it's why Mondelez offered to keep the Hershey name and make Hershey the Mondelez headquarters. Sound familiar?

    You could have put a tremendous amount of capital on Mondelez today with very little fear of a pullback. But let's keep in eye out for more headlines on Mondelez in the coming days. 

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52. Hershey Shares Surge 20% On Report That Mondelez Wants To Take It Over

    Jun 30, 2016 | Forbes

    By Maggie McGrath

    How sweet it is to be wanted.

    Shares of The Hershey HSY +15.15% Company are surging following a Wall Street Journal report that Mondelez International — an international snack food giant that is the owner of Hershey competitor Cadbury — has submitted a takeover bid for the chocolate behemoth.
    

    Representatives from Hershey did not immediately comment on the report. A Mondelez spokeswoman told FORBES as that matter of practice, the company does not comment on market rumors or speculation.

    Shares of Hershey initially popped more than 20% after the report came out, hitting an all-time high price of $117.79 per share. The company’s market cap, which stood at $21 billion before the report, has jumped to $24.5 billion.

    The stock is currently up 15%.

    Mondelez shares, meanwhile, are up just 1.8% on the news.

    The Journal is reporting that in an effort to woo Hershey, Mondelez has offered to relocate its global headquarters to Hershey, Pennsylvania and rename the entire company Hershey. CNBC is reporting that Mondelez is offering $107 per share — a $22.8 billion deal that would be structured as half cash, half stock.

    Whether this will be enough to entice Hershey remains to be seen. The Hershey Trust Company has an 80% voting stake and would have to approve any merger deal. In the past, it has been reticent to sell; in 2002, the Trust scrapped a $12.5 billion cash-and-stock offer from the Wrigley Company in the 11th hour of discussions.

    If it were up to Wall Street observers, a deal would go through: the early reaction from several analysts was to say the proposed merger makes sense from a strategic standpoint, if not financial one.

    “I think the market is telling you they think Hershey is worth more” than the rumored $107 per share offer, Edward Jones analyst Brittany Weissman said in a phone interview Thursday.

    In a note upping Hershey’s price target by $32 to $126 per share — a level that would give the chocolate maker a p/e ratio of 27 and a 15% premium over its packaged food peers — S&P Global analyst Joe Agnese also suggested that Mondelez might have to shell out more than $107 per share to get the crown jewel of U.S. chocolate.

    “A significant premium versus packaged food peers will be required to satisfy the Hershey Trust,” he said.

    Weissman and Agnese agree that on the strategic side of things, a Mondelez-Hershey merger makes complete sense.

    “From the Mondelez perspective I think it’s a really good fit. Most of their confectionery exposure is international; in the U.S., it’s mostly crackers and cookies,” Weissman said. “Over 85% of Hershey’s presence is in North America, through confectionery and chocolate. It’s a very complementary fit in our view.”

    Weissman did acknowledge, though, that the Hershey Trust could easily throw a wrench into things. “If they’re not on board with this deal, she said, “this deal doesn’t happen.”

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53. Shares of Hershey Are Soaring on Report Mondelez Wants to Buy It

    Jul 6, 2016 | Fortune

    By John Kell

    Mondelez has reportedly proposed a tie-up with Big Food peer Hershey which could create a major global snacking giant and combine the Oreo, Cadbury, and Reese’s brands under one roof.

    Mondelez sent a letter to Hershey proposing the potential tie-up, according to the Wall Street Journal, citing people familiar with the matter. If the deal were to occur, the plan would be for the combined company to retain the Hershey name.

    The news sent shares of Hershey  HSY 15.17%  soaring more than 18% on the rumored deal. Shares of Mondelez  MDLZ 4.79%  climbed a more modest 2%.

    A Mondelez-Hershey combo would result in a Big Food giant with close to $37 billion in annual sales and a market capitalization north of $90 billion. It would unite Mondelez’s Nabisco, Oreo, Cadbury, and Trident brands with Hershey’s namesake chocolates, Reese’s, and Kisses brands. Hershey’s revenue totaled $7.4 billion last year, while Mondelez was much larger with $29.6 billion.

    Representatives at Mondelez and Hershey didn’t immediately respond to Fortune‘s request for comment.

    Mondelez was part of the larger Kraft Foods Inc. until October 2012, when it completed the spinoff of Kraft Foods Group, with the remaining portion of the business renamed Mondelez. It is steered by CEO Irene B. Rosenfeld. Cookies and crackers make up 34% of Mondelez’s revenue, which is by far the largest product category for the company.

    If the deal were to occur, it would create the world’s largest global confectionery company. Currently, Mondelez commands a significant portion of the market, 12.8%. That’s just behind the market leader Mars Inc. with 13.5% of the market, according to research firm Euromonitor International. Hershey ranks fifth with 5.2% of the market.

    It would bring Oreos and Hershey bars together.

    Mondelez has reportedly proposed a tie-up with Big Food peer Hershey which could create a major global snacking giant and combine the Oreo, Cadbury, and Reese’s brands under one roof.

    Mondelez sent a letter to Hershey proposing the potential tie-up, according to the Wall Street Journal, citing people familiar with the matter. If the deal were to occur, the plan would be for the combined company to retain the Hershey name.

    The news sent shares of Hershey  HSY 15.17%  soaring more than 18% on the rumored deal. Shares of Mondelez  MDLZ 4.79%  climbed a more modest 2%.

    A Mondelez-Hershey combo would result in a Big Food giant with close to $37 billion in annual sales and a market capitalization north of $90 billion. It would unite Mondelez’s Nabisco, Oreo, Cadbury, and Trident brands with Hershey’s namesake chocolates, Reese’s, and Kisses brands. Hershey’s revenue totaled $7.4 billion last year, while Mondelez was much larger with $29.6 billion.

    Representatives at Mondelez and Hershey didn’t immediately respond to Fortune‘s request for comment.

    Mondelez was part of the larger Kraft Foods Inc. until October 2012, when it completed the spinoff of Kraft Foods Group, with the remaining portion of the business renamed Mondelez. It is steered by CEO Irene B. Rosenfeld. Cookies and crackers make up 34% of Mondelez’s revenue, which is by far the largest product category for the company.

    If the deal were to occur, it would create the world’s largest global confectionery company. Currently, Mondelez commands a significant portion of the market, 12.8%. That’s just behind the market leader Mars Inc. with 13.5% of the market, according to research firm Euromonitor International. Hershey ranks fifth with 5.2% of the market.

    Hershey has been viewed by many as a takeover target—though most thought the acquirer would be Nestle. Both companies reported sales declines for 2015, and Big Food makers are facing broad challenges from tough economies in emerging markets, while consumers in the U.S. and other Western nations are lured by food startups challenging the popularity of well-known snack brands.

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54. Mondelez Reportedly Wants to Buy Hershey

    Jun 30, 2016 | AdAge

    By Jessica Wohl

    Mondelez International Inc. is reportedly eager to buy Hershey Co., a deal that has the potential to increase the Oreo maker's focus on confections and give Hershey the infrastructure it needs to expand internationally.

    Mondelez's bid for Hershey, reported Thursday by the Wall Street Journal, sent shares of Hershey soaring more than 20%. Mondelez declined to comment and Hershey did not immediately comment on the report.

    Any takeover of Hershey would need a nod of approval from the Hershey Trust, which is its largest shareholder with more than 8% of the stock and major voting rights.

    According to the Journal, citing one person familiar with the situation, Mondelez is pledging to rename the company Hershey, put its global chocolate headquarters in Hershey, Pa., and protect jobs following a merger.

    If a deal were to proceed, it would mark the latest transformation for Mondelez. The Deerfield, Ill.-based company, formerly known as Kraft Foods Inc., bought Cadbury in 2010 and spun off its North American grocery business two years later. Under CEO Irene Rosenfeld, Mondelez has been looking for new growth opportunities after the global snacking industry failed to grow as rapidly as the company anticipated. Recent additions to the portfolio include buying Enjoy Life Foods, a company focused on allergen-free products, and introducing a new line of crackers, Good Thins.

    Hershey, meanwhile, has been reformulating products including its bars and Kisses to have cleaner lists of ingredients as it tries to appeal to those people who want to feel better about what they eat. It has also expanded in more products beyond chocolate, with moves such as last year's acquistion of Krave jerky.

    Hershey was the 70th largest U.S. advertiser last year, with spending down 13.8% to $637 million, while Mondelez ranked 129th with spending up 17.8% to $327.9 million, according to the Ad Age Datacenter. In 2015, Hershey spent the most on the Hershey chocolate brand, followed by Reese's and Kit Kat.

    Both marketers work with a variety of agencies. Much of Hershey's creative work is done by a team from Arnold Worldwide and Havas. Mondelez has a history of working with a mix of agencies. In the past, Mondelez Chief Marketing Officer Dana Anderson has been critical of the agency of record model.

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55. Cadbury’s parent company made a takeover bid for Hershey’s

    Jun 30, 2016 | Quartz

    By Chase Purdy

    Global snack food giant Mondelez International has made a bid to acquire the Pennsylvania-based confectioner the Hershey Company, according to multiple media reports.

    If accepted, the deal would be a merger between two titans, marrying the makers of some of the world’s best-known cookies and chocolates. (Mondelez owns Cadbury, Nabisco, and a slew of other brands.) A spokesperson with Mondelez wouldn’t comment about a bid, but indicated the company would have information to release soon. Hershey’s global food sales sit at about $10 billion, with 80% of those sales generated in the US alone. Mondelez has a market value of about $69 billion.

    “From a geographic perspective, the move makes sense,” said Jack Skelly, an analyst at Euromonitor. “Mondelez has achieved its position as the second largest confectionery manufacturer in the world without any sizable presence in the US–the world’s largest chocolate confectioner market.”

    If the merger were to take place, Skelly added, it would make Mondelez the largest confectionary player in the world.

    Mondelez wouldn’t be the first multinational food corporation to flirt with the idea of acquiring Hershey’s. Talks of a deal between the company and Swiss-based Nestlé, the world’s largest food company by revenue, have been rumored. Such a deal seems unlikely, however, as it doesn’t align with Nestlé’s push into nutrition and health science products, said Euromonitor food analyst Lianne van den Bos.

    If the Mondelez deal is accepted by the Hershey’s Trust, the Wall Street Journal reports (paywall), Mondelez executives would pledge to protect jobs, relocate its headquarters from New Jersey to Hershey, Pennsylvania, and operate under Hershey’s name.

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56. 3 Reasons Mondelez May Have Just Made a Very Sweet Offer for Hershey

    Jun 30, 2016 | TheStreet

    Hershey's business may be looking too sweet to for one fellow food giant to ignore.

    Shares of the iconic chocolate maker surged as much as 22% in early trading Thursday following a report by The Wall Street Journal that fellow candy giant  Mondelez  has made a bid for the company. Shares of Mondelez were trading up 2.1% to $43.87 on Thursday.

    A Hershey spokeswoman did not immediately return a request for comment.

    According to the WSJ's report, any acquisition of Hershey would have to be approved by the Hershey Trust, which holds 81% of the voting rights of the stock and 8.3% of outstanding shares, though Mondelez is prepared to work to win the trust's approval. But, the Hershey Trust has set a precedent of being unpredictable. 

    In 2002, the charitable trust that controls Hershey abandoned a $12.5 billion cash-and-stock offer from fellow candy-maker Wm. Wrigley Jr. Company in the final stages of approval.  

    Wrigley's offer represented a generous 42% premium over Hershey's stock price at the time, and Hershey's auction also attracted a joint bid from Nestlé and Cadbury Schweppes. Wrigley went on to be acquired by Mars for $23 billion in 2008  in a deal that was financed by legendary investor Warren Buffett. And Cadbury was acquired by Kraft Foods, which split off its confectionery business into Mondelez in 2012.

    Here's a brief look at what may have attracted the maker of Chips Ahoy, Oreos and Cadbury, among many other well-known brands, to Hershey. 

    1. Hershey is reinventing its business.

    Hershey recently acquired "snacking chocolate" brand Barkthins. The Street recently sampled several versions of Barkthins and can confidently report they are absurdly addicting and have a much better nutrition profile than a regular dark chocolate bar. Further, Barkthins have gobbled up some prime shelf space at major retailers such as Walmart lately as they play into the broader consumer trend toward snacking.

    Barkthins joined another interesting acquisition made by Hershey of Krave beef jerky last year. Krave has some of the most innovative flavors in the premium beef jerky market, and similar to Barkthins is receiving prime shelf space at major retailers due to their snacking qualities.

    Mondelez may appreciate the diversification beyond core chocolate bars. 

    2. Core Hershey products are being reinvented.

    Walk down most candy aisles today and you're likely to come across two new snack mixes from Hershey's -- the Reese's snack mix (peanut butter cups mixed with nuts in a 2-ounce package size), and the Hershey's snack mix (mini-Hershey bars mixed with pretzel and almonds in resealable plastic containers). These new products make ridiculous amounts of sense in this new snacking-crazed world.

    Ultimately, it's good to see the creativity around a storied name such as Hershey, and likely has Mondelez optimistic on further innovations in the not-too-distant future.

    3. Cost-cutting continues.

    Like Coca-Cola , General Mills   Kellogg  and other big-name food companies, Hershey has not been reluctant to  wield the ax to improve profit margins and the flow of new innovations. The company recently increased its annual savings target from cost-cutting to $100 million per year through 2019, from the previous $50 million to $70 million. 

    Mondelez may have confidence that under its umbrella, it could slash even more costs at Hershey, by, for instance saving on raw materials such as sugar and fuel.

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57. Hershey (HSY) Stock Soars on Takeover Bid

    Jun 30, 2016 | TheStreet

    By Rachel Graf

    Shares of Hershey  (HSY)  are soaring 17.69% to $114.32 on heavy trading volume Thursday morning as snack-food giant Mondelez (MDLZ) has made an offer to purchase the chocolate producer, the Wall Street Journal reports.

    Mondelez stock is up 2.14% to $43.89.

    The company has bid $107 per share for Hershey in a transaction that is half cash and half stock, CNBC reports.

    A deal would depend on the approval of the Hershey Trust, which owns 8.4% of the company's common stock and 81% of its voting power. The trust has been against selling the company in the past. 

    If the two companies reach an agreement, Mondelez would protect jobs, locate its global chocolate headquarters in Hershey, PA and rename the company Hershey, sources cited by the Journal said.

    About 5.34 million shares of Hershey have been traded so far today, well above its average trading volume of roughly 1.38 million shares per day.

    Separately, TheStreet Ratings team rates the stock as a "buy" with a ratings score of B.

    Hershey's strengths such as its expanding profit margins, good cash flow from operations, notable return on equity and solid stock price performance outweigh the fact that the company has had sub par growth in net income.

    TheStreet Ratings objectively rated this stock according to its "risk-adjusted" total return prospect over a 12-month investment horizon. Not based on the news in any given day, the rating may differ from Jim Cramer's view or that of this article's author. 

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58. No Deal: Hershey Rejects Mondelez’s Takeover Offer

    Jul 1, 2016 | Market Realist

    By Sue Miller

    Mondelez International (MDLZ), maker of Cadbury chocolates and Oreo cookies, sent a proposal to Hershey Company (HSY) for a takeover bid offer. As reported by the Wall Street Journal in the morning on June 30, Mondelez sent a preliminary letter of proposal to Hershey stating a takeover bid of $23 billion—valuing its shares at $107 per share. The Wall Street Journal cited the sources as “people familiar with the matter.” The bid was for 50% cash and 50% stock.

    According to sources cited by the Wall Street Journal, the proposal by Mondelez also stated that the company offered to protect jobs after the merger, locate its global chocolate headquarters in Hershey, Pennsylvania, and rename the company “Hershey.” This deal would have only passed through with the approval of the Hershey Trust. The Hershey Trust holds 8.4% of the famous company’s common stock and 81% of its voting power.

    Hershey rejected Mondelez’s offer

    In the afternoon on June 30, Hershey announced in a report that its board of directors unanimously rejected Mondelez’s takeover offer. It provided “no basis for further discussion” between both of the companies. The news benefited both companies’ market value. Mondelez’s market value rose to $70 billion and Hershey’s rose to $24.22 billion as of June 30. Before this news, Mondelez had a market value of $69 billion and Hershey had a market value of $21 billion.

    Together, Hersey and Mondelez account for 4.8% of the Consumer Staples Select Sector SPDR ETF (XLP).

    Lately, mergers, acquisitions, and spin-offs are a popular trend in the packaged food industry. The most remarkable merger was Kraft Foods Group and H.J. Heinz Holding Corporation in 2015. The merger formed The Kraft Heinz Company (KHC). 3G Capital, a Brazilian private equity firm, completed the merger deal along with Warren Buffett’s Berkshire Hathaway.

    Another deal announced recently is the spin-off of ConAgra Foods (CAG) into two public companies in the fall of 2016. The consumer brands business will operate under ConAgra Brands. The frozen potato business will operate under Lamb Weston.

    Hershey stock reached new highs

    After the news of the takeover offer, Hershey (HSY) stock reached new highs. After the takeover bid news, reported by the Wall Street Journal, Hershey stock rose 21% to $117.7 in intraday trading. Later in the day, Hershey rejected Mondelez’s (MDLZ) offer. The stock closed at $113.49 after rising ~17% even after the offer was rejected. Mondelez’s stock also rose 6% and closed at $45.51. Its market value is $70 billion as of June 30.

    As of June 30, Hershey was trading 22% above its 100-day moving average, 21% above its 50-day moving average, and 17% above its 20-day moving average. Mondelez was trading 7%, 4%, and 3% above its 100-day, 50-day, and 20-day moving averages, respectively.Stock performances

    As of June 30, Hershey stock has gained ~29% so far in 2016 and 22% in June. Mondelez has gained 4% so far in 2016 and 2% in June. Hershey outperformed the market by 15%—represented by the S&P 500 Index (SPY). The market also rose 14% on June 30. Hershey and Mondelez’s stock returned 99% and 94% annually in the last five years, respectively.

    Other peers in the industry such as Nestle S.A. (NSRGY) has returned 5% and Kellogg (K) has returned 14% so far in 2016. Nestle and Kellogg closed trade at $77.31 and $81.65, respectively, on June 30.Analysts’ ratings and recommendations

    Currently, analysts have assigned Mondelez with 62% “buy” ratings and 37% “hold” ratings with a target price of $48.81. This indicates an upside potential of 7% compared to the current trading price. Hershey has 78% “buy” ratings, 17% “hold” ratings, and 5% “sell” ratings with a target price of 91.23. As of June 30, Hershey already beat analysts’ estimate by 24%.

    Mondelez was formed in October 2012 when it separated from Kraft Foods Group. Kraft Foods Group’s North America business was renamed “Mondelez International.” The company holds a portfolio of nine billion-dollar brands. It’s one of the largest snack food companies in the world. Its primary product categories include cookies, chocolate, candy, beverages, cheese, and grocery. The company’s portfolio consists of 58 brands. Its power brands include Cadbury’s chocolates, Oreo cookies, Trident gum, Jacobs coffee, and Tang powdered beverages.

    The Hershey Company is the largest producer of quality chocolate in North America. It’s a global leader in chocolate and non-chocolate confectionery. It operates under 80 brands in 70 countries worldwide.

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59. Is A Hershey – Mondelez Merger Sweet Enough?

    Jul 1, 2016 | Value Walk

    By Michelle Jones

    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.”

    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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60. More Squawk from Jim Cramer: Mondelez Offer for Hershey (HSY) ‘Way Too Low’

    Jul 1, 2016 | TheStreet

    By Kaya Yurieff

    Shares of Hershey (HSY)  are down 1.74% to $111.51 on Friday afternoon after the chocolate giant rejected a $23 billion takeover offer from snack food company Mondelez (MDLZ) yesterday.

    The offer is "way too low," TheStreet's Jim Cramer said on CNBC's "Squawk on the Street" this morning, adding that "if Hershey wants to sell it's gotta be much higher."

    "I love Hershey. I remember when they first decided to be more than just chocolate and they started buying some other brands and then they moved their factories to less expensive places so that the gross margins went up," Cramer noted.

    "It's been a winner and it's worth more than it's selling for substantially," Cramer said of Hershey. 

    Cramer also said that he likes Mondelez much more than he did a year ago and that the company is "getting better."

    But the idea of a bid like the one that came out for Hershey was "fanciful," according to Cramer. To him, the offer said that Mondelez wanted to do some kind of transaction.

    Cramer said in the above video that Hershey is a "brilliant" acquisition, but an offer would have to be between $130 and $140 per share.

    Additionally, Cramer mentioned that Kraft Heinz Foods (HNZ) needs a deal because the company has "no growth."

    He also noted that older brands such as General Mills (GM) need to continue to "move like sharks" to stay alive as Millennials do not have the same food habits as older generations.

    Shares of Mondelez are declining 0.77% to $45.16 on Friday afternoon.

    Separately, TheStreet Ratings Team has a "Buy" rating with a score of B on Hershey stock.

    The company's strengths can be seen in multiple areas, such as its expanding profit margins, good cash flow from operations, notable return on equity and solid stock price performance.

    Recently, TheStreet Ratings objectively rated this stock according to its "risk-adjusted" total return prospect over a 12-month investment horizon. Not based on the news in any given day, the rating may differ from Jim Cramer's view or that of this articles's author.
    

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61. Hershey: Can Mondelez Make Its Deal Dream a Reality?

    Jul 1, 2016 | Barrons

    By Ben Levisohn

    Credit Suisse analyst Robert Moskow and team consider what Mondelez International(MDLZ) would need to do in order to make a purchase of Hershey (HSY) a reality:

    Widespread news reports thatMondelez made a $107/share bid for Hershey strikes us as a savvy and logical strategic move by the company to expand its global scale in the confectionery category and capture value through massive synergies. A transaction would create a combined entity with 19% market share of the global confectionery market and 21% of global chocolate. It also would give Mondelez full control of the Cadbury license in the U.S., which Hershey acquired from Rowntree in the 1980’s. By making the bid public, Mondelez forces the Hershey Trust (which controls about 81% of the vote) to either accept the bid and violate its charter to maintain control of the business, or reject the bid and perhaps push Hershey management to present a more aggressive value creation plan of its own. At this point, it is close to impossible for us to opine on which way the Trust is leaning. The Trust also needs to factor in the political ramifications of selling the business, given the fact that the Commonwealth of Pennsylvania blocked a proposed sale once before in 2002.

    How high could Mondelez raise its bid? The $107/share $12.5 billion cash and stock bid…strikes us as too low, given that it represents only a 10% premium to yesterday’s stock price and only 14x forward EBITDA… If Mondelez were willing to take $0.05 of dilution in year one (assuming 1/3 of synergies hit the bottom line) and lever up to 5.0x EBITDA, we figure it could raise its bid to $122/share.

    Mondelez might have to add more deal sweeteners. The offer includes renaming the entire company Hershey, locating the global chocolate headquarters in Pennsylvania, and a pledge to retain jobs. Presumably this would give more ammunition to the Trust to satisfy local politicians who are worried about economic ramifications of a transaction.

    Shares of Mondelez International have declined 0.6% to $45.26, while Hershey has dropped 1.2% to $112.04.
    

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62. RBC Capital Provides Insight on Mondelez Rejected Takeover Bid for Hershey Co

    Jul 1, 2016 | Bidness ETC

    Late yesterday, Hershey Co. (NYSE:HSY) rejected Mondelez International’s bid to acquire it in in a cash-plus-stock deal. The acquirer also offered to make Hershey, Pennsylvania its new global headquarters, along with a promise to protect all the jobs, in an attempt to win the confidence of Hershey Trust Company, which has over 81% of the voting power. RBC capital believes that the proposal could have provided greater cost-cutting incentives at the target company.

    The Hershey Trust does not intend to compromise the control of its businesses, as surrendering the ownership for a few near-term promises would make the newly-formed company vulnerable to a potential takeover by Kraft Heinz Foods Co. In this regard, Mondelez International Inc. (NASDAQ:MDLZ) will not gain any significant advantage if it hands over the real voting control to the trust.

    The chocolate-maker posed as a highly-synergistic asset for the snack giant, as the former has the top confectionary business in quite a profitable market. It also owns the Cadbury brand license rights in the US, while Mondelez possesses them abraod.

    A newly-formed business would have complemented the Oreo maker’s performance, as it has a low confectionary exposure. Hershey could have gained significant synergies in purchasing, production, distribution, and overheads, had the deal gone forward.

    The proposed acquisition price of $107 apiece suggested an enterprise value-to-earnings before interest, taxes, depreciation, and amortization (EV/EBITDA) multiple of 14.5x on fiscal year 2016 (FY16) EBITDA estimate. The firm believes that Hershey’s and the Trust’s Boards will continue talks in the upcoming months, with more precise questions. HSY stock has underperformed the peers, and has the biggest cost structure in the country’s food market, given the company’s advertising and general expenses.

    It is noteworthy that RBC Capital could justify Hershey’s investments at a time when the company’s sales growth was considerably ahead of its competitors—during calendar year 2008 (CY08) to CY14—but cannot do so now, as it has turned challenging in the past 12-18 months. The firm opined that it would not come as a shock should the company opt to become aggressive in its cost structure. It kept its Sector Perform rating on HSY shares, and tagged MDLZ stock as Outperform.
    

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63. Rejected Mondelez-Hershey Deal Could Have Recast Global CPG Industry

    Jun 30, 2016 | BrandChannel

    By Dale Buss

    Whether this is another urgent consolidation move within Big Food to cope with seismic industry changes or a way to take a huge new step into a  bright future—or both—Mondelez has shaken up the food and beverage business today with reports of its offer to acquire Hershey.

    According to the Wall Street Journal, the parent of Oreo, Cadbury and other major global confectionery and snack brands made a $23 billion takeover bid for Hershey—$107 a share—with the deal comprised half in stock and half in cash. The report goosed Hershey stock.

    Hershey, however, issued a press release stating: “The Board of Directors of The Hershey Company unanimously rejected preliminary, non-binding indication of interest from Mondelez Company.” It went on to say Hershey “determined that it provided no basis for further discussion between Mondelēz and the Company.”

    If the deal were to go through, according to the Wall Street Journal, Mondelez reportedly pledged to protect jobs in the event of a merger, locate its headquarters in Hershey, Pennsylvania, and actually rename the company Hershey.

    Such a combination could accomplish a few things.

    Mondelez’s market capitalization, at about $68 billion, is nearly three times that of Hershey, at $25 billion—but the companies and their brands are complementary, with relatively little overlap. Yes, Cadbury is candy and so is Hershey, but they fit well geographically. Mondelez is strong globally and in cookies, with Oreo, while Hershey, of course, is the epitome of chocolate, along with Mars, and is an iconic snack provider in the US.

    Each traditional “junk food” company also has made major strides in shifting their portfolios and concerns to the better-for-you trend in the market.

    Mondelez, for example, has innovated with new brands such as BelVita, a breakfast biscuit that includes complex carbs for long-burning energy release and, more recently, a “free-from” crackerbrand called Good Thins. Meanwhile, Hershey has taken a strong tack toward more nutritional fare by, for instance, acquiring the Brookside brand of fruit-and-nut bars and by readying to launch its own new brand of fruit-and-protein products, called SoFit.

    Both Hershey and Mondelez also have devoted considerable resources, and much of their positioning and branding lately, to making their global supply chains more “sustainable” in terms of both environmental improvements and in the treatment of cocoa farmers and other suppliers. Among other things, such moves give each company more appealing stories to tell western millennial consumers who are greatly concerned about such corporate social responsibility considerations.

    Interestingly, of course, Mondelez was created by a split of the old Kraft Foods conglomerate, in 2012, with its new sibling hanging on to the US grocery business and brands such as Oscar Mayer and Jell-O. But by 2013, activist investors such as Nelson Peltz were agitating for Mondelez to acquire the Frito-Lay snack business from PepsiCo.

    Then, last year, Kraft was acquired by Heinz as cost pressures, slow growth in the CPG industry, shareholder agitation and uncertain global economies prompted their combination.

    Peltz and fellow activist gadfly Bill Ackman each still hold sizable stakes in Mondelez.
    

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64. Mondelez's bid for Hershey – 5 things to know

    Jul 4, 2016 | Just-Food

    By Katy Askew

    Hershey turned down a takeover approach from Mondelez International last week (30 June). At US$107 per share, the cash-and-shares offer valued the Reese's Pieces maker at approximately US$22.83bn. 

    Hershey insisted the offer did not warrant further discussions with Mondelez. In a statement, Hershey said: "The company's board of directors, after receiving input from the company's management and its outside financial and legal advisors, carefully evaluated the indication of interest. Following this review, the board of directors of the company unanimously rejected the indication of interest and determined that it provided no basis for further discussion between Mondelez and the company."

    Nevertheless, pundits and investors continue to be drawn to the prospect that Mondelez could push a tie-up through. 

    In a food sector where competitive forces are turning up the pressure for consolidation, Mondelez obviously thought a combination with Hershey would offer some sweet relief. Certainly, the strategic rationale is compelling. 

    Here is just-food's summary of what you need to know about the deal.

    1. Would create a chocolate titan

    The confectionery sector remains highly fragmented. According to Euromonitor International, global chocolate sales are worth US$100bn. The top six companies have 60% global share and the top three confectioners have only a 38% combined share. 

    The combination of Hershey and Mondelez would result in the formation of the world's largest chocolate group. Its stable of blockbuster brands would include the likes of Hershey, Cadbury, Reece's and Milka. It would account for 22.8% of global chocolate sales, ahead of Mars with a 15.2% global market share andNestle with a share of 11.5%.

     2. Complementary geography

    The geographic fit between the two groups is appealing. Currently around 75% of Mondelez's revenue is generated outside North America, with almost two-thirds of sales originating from Europe. With around 40% of sales exposed to the euro/sterling – and increasing regional volatility as highlighted by the UK referendum – ramping up sales in US dollars will provide some stability. 

    In contrast, approximately 90% of Hershey sales are generated in North America. The company has attempted to grow overseas, but the results have been somewhat mixed and Hershey has hit speed bumps in markets such as China. 

    Mondelez's global distribution network should prove a boon to Hershey brands, were a deal to go ahead. The company already has plenty of brand equity globally and Mondelez's global reach would capitalise on this. 

    In the US, any potential gains for Cadbury are likely to be more modest. Nevertheless, Susquehanna International Group analyst Pablo Zuanic suggests, there are gains to be had. "We think gradually the US Hershey platform would help Cadbury. In fact, given the heavy weight of "bagged" chocolate at Hershey (versus bar form) in the US, we think the business would benefit from some of the iconic "bar" brands in the Cadbury portfolio."

    Another advantage to minimal geographical overlap is that the deal is unlikely to be hampered by competition hurdles. 

    3. The Hershey Trust is a barrier

    The Hershey Trust has long been viewed as a barrier to any takeover of Hershey. Established by the chocolate makers founder, Milton Hershey, the Trust controls  over 80% of Hershey voting rights. A deal cannot go ahead without the Trust's backing. 

    Mondelez appears to have already made a number of concessions in a bid to woo the Trust. According to the Wall Street Journal, Mondelez has made promises around jobs; suggested it would move its corporate head quarters to Hershey, Pennsylvania; and offered for the combined group to adopt the Hershey name. Hershey's strongly-worded rejection of the offer would suggest that this has not sweetened the deal. 

    As recently as 2007, the Hershey Trust reiterated its intention to retain a "controlling" interest in the company and the Trust has blocked previous takeover attempts that would compromise this. In 2002 it blocked an attempted takeover by Wrigley, in 2007 it prevented merger talks with Cadbury (now owned by Mondelez) and in 2010 the Trust prevented the chocolate group from bidding for Cadbury when the UK company was facing a hostile takeover bid from Kraft Foods – which then spun off into Mondelez International. 

    The terms of the proposed transaction, understood to be a 50-50 cash and stock deal, would see the Trust retain a stake in the larger business but lose its position as a controlling interest. 

    But – while it has the votes - the Trust is not as strong as it once was. The Trust, set up as a children's charity, is under investigation from the Pennsylvania Attorney General's office over how long its directors retain their positions for. The regulator has called for the resignation of three of its longest-serving directors. This uncertainty has prompted some pundits to suggest Mondelez could find a chink in the Trust's defensive armour. 

    Nevertheless, Morgan Stanley's Matthew Grainger writes: "In our view, these remain powerful hurdles to any potential transaction, and – although we would not view them as absolute obstacles – the board's decision today and recommitment to its strategic plan suggest a transaction is still relatively unlikely despite factors such as Mondelez's willingness to offer "non-monetary" concessions, Hershey's recent operational challenges, and recent disruptions at the Trust."

    4. Mondelez has a history of hostile takeovers

    Mondelez's management does have a history of successfully pushing through hostile mergers. In 2010 the company won through in a bitter takeover battle to wrestle control of Cadbury. 

    However, perhaps this takeover battle has acted as a warning for the Hershey Trust as much as anything else. In the UK, the then-Kraft had insisted it was its "sincere belief" it would keep Cadbury's production sites in the UK open. One week after completing the takeover, it closed the Cadbury factory in Somerdale at the cost of 1,000 jobs. After telling the UK parliament that production of inconic items like Cadbury Dairy Milk would remain in the UK, the company then proceeded to ship out manufacturing to Poland where costs are lower. 

    The Hershey Trust's fiduciary duty is to represent the interests of its charitable affiliates, such as the school it funds – not the financial gain of Hershey shareholders. It has strong ties to the local community and – with some reason given Mondelez's current focus on stripping costs from the business – it could view the prospect of Mondelez taking control with some cynicism. 

    5. Other potential suitors?

    This raises the possibility that another bid – one that the Hershey Trust views as more amenable to its interests – could emerge. 

    "We think Hershey could be attractive to other suitors also," Zuanic notes. The analyst suggests Kellogg may see good brand overlap and be tempted by the desire to expand further into snacks, while Nestle may want to increase its exposure to US chocolate and take back control of its KitKat TM in the market.PepsiCo and Kraft Heinz are "more of a longshot", Zuanic adds.
    

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65. Analysts suggest Hershey's 'no' may not dissuade Mondelez

    Jul 5, 2016 | Central Penn Business Journal

    By Roger DuPuis

    The Hershey Co. may have fended off a takeover proposal from snack food giant Mondelez International, but analysts suggest we may not have heard the last from those looking to buy the chocolate maker.

    "We don’t think that Mondelez is going to walk away at this juncture," Erin Lash, an analyst with Chicago-based investment research firm Morningstar Inc., said Tuesday.

    And that is despite a terse rejection last week from Hershey’s board to an acquisition proposal from Illinois-based Mondelez. The maker of Oreo Cookies reportedly was also willing to move its headquarters to Dauphin County and retain the Hershey name.

    The Hershey board was unanimous in its rejection of the $23 billion deal, and "determined that (the proposal) provided no basis for further discussion between Mondelez and the company." That was all Hershey had to say publicly, and Mondelez has repeatedly declined to comment beyond confirming the existence of a proposal.

    But Lash and other analysts have suggested that the benefits of a possible merger could prove too sweet for both companies to let last week’s rejection be the final word.

    As Lash explained, Mondelez has been all but shut out from the U.S. chocolate market.

    Mondelez owns Cadbury — in a deal engineered by former parent Kraft Foods, from which Mondelez was split off in 2012. But Hershey has held the rights to Cadbury’s U.S. brands since 1988, Lash noted. A merger with Hershey would allow Mondelez to enter the American market in a big way.

    At the same time, "a deal could facilitate Hershey’s expansion outside its home turf — where it has struggled — with the aid of Mondelez’s vast geographic network," Lash wrote in an online commentary on the prospects for a future deal.

    What's next

    Lash is not alone in predicting future overtures.

    • Crain’s Chicago Business, whose coverage area includes Mondelez, called Mondelez Chairman CEO Irene Rosenfeld a "consummate dealmaker "who brokered the Kraft spin-off. Rosenfeld doesn’t back down from a fight, the paper said.

    • Reuters suggested that Hershey’s "once impenetrable defenses" have been weakened by investigations into the Hershey Trust Co., the company’s main stockholder, as well as controversy surrounding Pennsylvania Attorney General Kathleen Kane. Under state law, the AG would have a say in any change of ownership.

    As Reuters also pointed out, state law requires any charitable trust looking to sell an asset to consider the "special relationship of the asset and its economic impact as a principal business enterprise on the community" and the "special value" of its ties to the community.

    • A merger between Mondelez and Hershey would bring together the world’s second- and fifth-largest candy makers, putting the resulting company in the top spot, ahead of Mars. As several analysts note, such a deal also would have to pass muster with federal antitrust regulators. CNBC reported, however, that an unnamed source told the network Mondelez does not see a major issue there since the companies’ markets have limited geographic overlap.

    • Note that in recent weeks, speculation of an approach from Nestle was circulating in investment circles, though the two companies declined to comment and no formal pitch ever emerged.

    Jack Russo, a senior analyst with Edward Jones, said Hershey is "a prized asset in packaged food," but hedged on how a merger might play out.

    "Hard to say how this will go since the Hershey Trust owns 80 percent of the shares and their sole purpose is to fund a school for underprivileged school children," Russo told CPBJ.

    Lash acknowledged that a deal "is far from certain," but "we doubt Mondelez will throw in the towel at this point."
    

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66. Mondelez and Hershey Would not 'Taste Great Together'

    Jul 5, 2016 | TheStreet

    By Chris Laudani

    Last week Mondelez (MDLZ) launched a bid of $107 a share for chocolate maker Hershey (HSY). Hersey rejected the offer, but the stock traded higher anyway, as investors are anticipating a sweeter deal to come. Hershey shares rose almost 16% on the news. I believe HSY investors should take profits off the bounce. This deal would be a disaster.

    Mondelez made the nonbinding bid to acquire the chocolate maker, and was quietly rebuffed by Hershey. The snack maker is desperately trying to fill a hole in its strategy, a strategy that I believe needs serious reworking. Currently, North America represents just 27% of MDLZ sales, whereas North America accounts for 90% of Hershey sales. 

    With 85% of its revenues from snacks, Mondelez is having a hard time growing, as it has been hit with a double whammy -- a global economic slowdown and a snacking slowdown. Emerging markets GDP has fallen from 5.2% in 2012 to 4% in 2015. Likewise, according to A.C. Nielsen, the global snack category has slowed dramatically. Global snacks grew 5.9% in 2012 and just 4.1% in 2015. Meanwhile, currencies, like the strong U.S. dollar, and volatile input commodities, like cocoa, are playing havoc with margins. 

    At the analysts meeting back in February, MDLZ gave guidance of organic revenue growth of 2% and double-digit earnings growth for 2016, but it is unlikely the company will be able to make those forecasts.

    Most analysts forecast a 2016 sales decline of 11% for MDLZ, reflecting an accounting change in its Venezuelan operations, unfavorable currency exchange rates and a drop in shipment volumes. 

    In fact, falling revenue is not new to MDLZ, having fallen 16% in 2014 and 9.8% in 2015. While revenue is expected to decline, gross profit is forecast to increase 3% as a result of cost cutting and a lower tax rate. 

    I have been skeptical of this story since the company was spun out of Kraft (KHC). 

    I think Hershey shareholders should take profits on the 16% pop in the stock. It is unlikely this $23 billion deal will get done. First, Hershey is controlled by the Hershey Trust Company, which has 81% of the company's voting power and 8.4% of the common stock. The trust was set up in 1905 by Milton Hershey, and one of its founding missions was to make decisions based on the impact to the Milton Hershey School (also set up by Hershey, in 1909) and the community of Hershey, Pennsylvania.

    The Trust unanimously voted against the Mondelez offer last week. I think the Trust takes its responsibility to the children of the school and the community very seriously, and any deal would be very difficult to achieve.

    Second, as a result of a 2002 state law, any deal would need the approval of the Pennsylvania attorney general. Third, any deal could face legal challenges in Pennsylvania Orphans' Court, which overseas the school and could hold up any deal. 

    Some investors argue it would be prudent for the Trust to diversify its portfolio and stop holding just one stock. But, shares of Hershey have outperformed the S&P 500 for 30 years. They've done a lot better than MDLZ holders.

    To me, this takeover bid is a desperate attempt by MDLZ management to cover up its lousy top-line performance. Mondelez is probably running out of expenses to cut, so adding another company to the fold allows management to push its cost cutting and EPS growth agenda for another few years. Run up debt and force all the free cash flow into stock buybacks. It sounds good, but doesn't usually work too well.

    Of course, hedge funds love this deal because they all fell for the Mondelez story to begin with. But they would have been better off buying an Index fund. The S&P 500 has outperformed MDLZ by 30 points since it went public. 

    I believe a deal between Mondelez and Hershey would leave a bad taste in your mouth. It is not a sweet deal.
    

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67. Mondelez: Dreaming the Impossible Dream With Hershey Bid

    Jul 6, 2016 | Barron's

    By Ben Levisohn

    Susquehanna’s PabloZuanic and Svetozar Stefanovic explain why Mondelez’s (MDLZ) bid for Hershey (HSY) will almost certainly fail:

    Todd Stitzer tried (twice), WM Wrigley also tried, and nowMondelez CEO Irene Rosenfeld is trying. But we think the outcome will be the same: no sale of HSY. True, the Mondelez approach is well-timed given the slew of challenges faced by the Hershey Trust (owner of a 34% economic interest in Hershey, but holder of 81.5% of the voting stock); moreover, diversification would probably help the Trust’s ultimate mission of funding and operating the Milton Hershey School (where the endowment per student ratio is $6M compared with $1.7M at Harvard). But our read of politics and regulations in Pennsylvania, makes us doubt a sale will ultimately take place. There are too many (mostly political) variables that would need to come together…

    We would not read too much into the Kraft links in the management team. COO Michele Buck worked for several years at Kraft (but has been with Hershey since 2005), as did Terence O’Day (Chief Supply Chain Officer), and probably others brought in by Rick Lenny (who was Hershey CEO from March 2001 to October 2007; he was a top executive at Nabisco before that). Also, Mary Kay Haben (long career at Kraft) was the most recent addition to the Hershey Board (2013). But we would not read much into this (i.e., we do not see them as more or less welcoming to a Mondelez bid; they all have different duties now).

    Shares of Mondelez have declined 0.4% to $44.73 at 10:36 a.m. today, while Hershey has fallen 1.2% to $109.21, and Kraft Heinz (KHC) is off 0.5% at $88.33.
    

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68. A Mondelez Takeover Could Damage Hershey Forever

    Jul 6, 2016 | Seeking Alpha

    Last week, The Hershey Co. (NYSE:HSY) received a surprise takeover bid, propelling the stock price of the already optimally-priced company further through the roof. When I saw the takeover bid was from Mondelez International (NASDAQ:MDLZ), my heart dropped.

    Full disclosure: I do not hold The Hershey Co. directly, only via exposure through mutual funds and ETFs. I have been looking to initiate a position in The Hershey Co. for 2 years now, but the price has always been more than I've wanted to pay. I have been waiting patiently for years for a correction and thus far, it has not materialized. With the threat of a Hershey-Mondelez deal out there, I now wouldn't touch the stock with a ten-foot pole.

    While the details of the deal were not disclosed, I was immediately upset by the news. While current investors may be overcome with immediate short-term bliss as dollar signs flash before their eyes at the opportunity of a buyout, I can't help but believe the deal would be a disaster for the long-term prospect of the company and its investors. I believe it is in the best interest of The Hershey Co.'s long-term investors for the company to stay as far away from Mondelez International as possible and continue to operate independently for many reasons.

    Reason #1: Irene Rosenfeld                 

    Irene Rosenfeld is CEO of what may be one of the worst management teams of any Fortune 500 company. Rosenfeld has been dubbed a "deal-maker" with her never-ending stream of purchases and sales, but in reality, she and her team routinely fail to realize that all deals have consequences.

    Since her rise to power at Kraft Foods in 2006, she has engineered a flurry of M&A.

    ·        In 2007, Kraft split from its parent company, Altria Group (NYSE:MO) [then known as Philip Morris (NYSE:PM)].

    ·        Also in 2007, Kraft sells off its Post line of cereals, which contained breakfast juggernauts such as Grape-Nuts, Honey Bunches of Oat, Raisin Bran and Pebbles.

    ·        In 2009, Kraft purchases Cadbury for a $19B price tag while simultaneously selling its at-the-time industry-leading, $2.1B-per-annum-in-revenue-producing cash cow frozen pizza business to Nestle (OTCPK:NSRGY) at a stupid valuation of $3.7B to finance the deal. This included brands such as DiGiorno, Tombstone, California Pizza Kitchen, Jack's and Delissio. This deal, when combined with Nestle's existing brands Stouffer's, Lean Cuisine, Buitoni, Hot Pockets and Lean Pockets, transformed them from a minor player to an industry leader. Famed CEO Warren Buffett of Berkshire Hathaway (NYSE:BRK.A) (NYSE:BRK.B) at the time owned 9.4% of Kraft Foods, and voted "NO" on the deal to issue 370 million shares to facilitate the acquisition of Cadbury. His outlook on the sale was, in a word, "negative."

    When you look closely, you find $3.7 billion becomes $2.5 billion. And it was an enormously tax inefficient way to get rid of it. if you wanted to sell it, it was tax inefficient...

    When you have a business with virtually no basis - Procter & Gamble's (NYSE:PG) gone through this, Kraft, other people - there are ways to handle spin-offs that avoid cutting the government in for almost one-third ownership of the business. And unfortunately they headlined the $3.7 billion. I don't think I've read any place about the fact that they're only getting $2.5 billion. And it was nestle that pointed out that this business does $2.1 billion in sales and makes $280 million. And giving up $280 million of earnings in a business that's been growing over the years for $2.5 billion of cash, I think, is a big mistake and I think it's a bigger mistake when you're paying -- probably counting all of the costs involved including the undervaluation of the Kraft shares given, you're probably paying in the range of maybe 17 times earnings for Cadbury I think is a big mistake.

    ·        Buffett, a man who is notorious for not publicly criticizing executives directly, broke his rule when criticizing these dealings.

    "Both deals were dumb," Buffett told investors in Omaha, Nebraska, in April, 2010. "The pizza deal was particularly dumb."

    ·        On October 1, 2012, Kraft Foods Inc. completed the spin-off of its North American grocery business, Kraft Foods Group, Inc. On the distribution date, each Kraft Foods Inc. shareholder received one share of Kraft Foods Group, Inc. common stock for every three shares of Kraft Foods Inc. common stock owned on the record date. Kraft Foods Inc. then changed its name to Mondelez International, Inc., where it began trading under the ticker MDLZ beginning October 2, 2012.

    For each single share of Kraft Foods Inc. an investor currently owned, they would then own 1 share of Mondelez International, Inc. and 0.33 shares of Kraft Foods Group, Inc.

    Mondelez International, Inc. retained brands such as Oreo, Ritz, Trident, Triscuit, Philadelphia (cream cheese), Tang, Toblerone, Chips Ahoy!, Wheat Thins and Nilla.

    Kraft Foods Group, Inc. retained brands such as Jell-O, Kool-Aid, Jet-Puffed, Cool Whip, Crystal Light, Maxwell House, Lunchables, Oscar Mayer, Planters, Polly-O, Velveeta, and of course, Kraft itself.

    The deal was criticized from the very first moment. While Kraft Foods Group, Inc. got to retain its most important piece of branding - the well-known name "Kraft" itself - the (arguably) much stronger brand collection was renamed "Mondelez," a hard-to-pronounce, confusing, unrecognizable and, frankly, ugly-sounding name. So unattractive was its name that a Squidoo poll set up titled, "Should Kraft change the company name to Mondelez International?" received the results:

    Yes = 0%
    No = 93.6%
    Maybe = 6.3%

    In an industry where branding and name recognition is everything, the question, "What's in a name?" is never more important.

    ·        In 2015, Kraft Foods Group and Heinz agreed to merge into The Kraft Heinz Company (NASDAQ:KHC), with Berkshire and 3G contributing $10 billion to pay a special dividend for Kraft shareholders.

    Rosenfeld's legacy will, in the end, be paying enormous, unnecessary tax bills, destroying brand recognition and selling off some of its strongest assets to competitors at bargain basement prices.

    Reason #2: Relative Valuation

    Rosenfeld's revolving door of deals has left a huge paper trail of data for investors to analyze, and the market has punished her poor dealings as a result.

    Compared to its peers, a casual investor may find Mondelez International to be quite the value pick, but the reality is with current management at the helm, the stock is more of a value trap. The comparatively low multiples investors are willing to pay is a reflection on Rosenfeld & Company's incompetence - people are willing to pay more for a quality company than a subpar company. Compare Mondelez's valuation metrics to The Hershey Co.

    Between its storied history, beloved branding that sends shivers down the spines of adults and children alike, its one-of-a-kind theme park and countless generations of outstanding management and stock performance, The Hershey Co. is the epitome of quality. This is clearly reflected by the market's willingness to pay more for each dollar of its revenue and earnings. The prospect of such a legendary darling being bought by such a poorly run, faceless conglomerate should make few tried-and-true investors excited.

    Below is a simple chart showing the stock performance of Mondelez and Kraft post spin-off. Despite Mondelez retaining the "superior" brands, the shares of Kraft performed similarly to Mondelez. Kraft was quickly bought out, creating a much better return for the long-term shareholder. Clearly, someone else thought Kraft's brands were a lot more valuable than Rosenfeld did.

    Reason #3: The Hershey Co. Doesn't Need To Be Bought

    Perhaps the most compelling argument of all for The Hershey Co. to remain independent is that, simply put, The Hershey Co. doesn't need anyone's help. Since 1894, the Pennsylvania confectioner has been churning out treats every day, creating billions of smiles worldwide. And over that 122-year period, it has been routinely crushing the S&P 500 (NYSEARCA:SPY) and Dow Jones (NYSEARCA:DIA). Just look at the past 30 years alone.

    Throughout this time, The Hershey Co. has continued to improve its products. As a health nut, I read the ingredients of any pre-packaged product I purchase. There is a disturbing trend in the chocolate industry. You see, cocoa butter is a very special fat. Its unique fat molecules, when heated, cooled and massaged in a particular order, cause the development of a unique, crystalline molecular structure.

    The step-by-step process that creates this unique crystalline structure is calledtempering, which when properly done gives chocolate that special snap and unparalleled smoothness. Cocoa butter also has a melting point of about 93 degrees F, which is only slightly lower than the normal human body temperature of 98.6 degrees F. Combining the tempering process with the natural high melting point creates the luxurious, slow melting sensation that happens in the mouth.

    As a result, cocoa butter is a very expensive commodity. But do you know what a very cheap commodity is? All-vegetable shorting created from cheap, rancid fats like soybean oil, cottonseed oil and to lesser extents, hydrogenated tropical oils, all loaded with trans fats. There is a disturbing trend in the food industry where cocoa butter is being replaced by cheap vegetable shortenings.

    Cocoa powder and refined sugar is then added to the shortenings, approximating chocolate when solid at room temperature. Don't believe me? Read the ingredients in the candy aisle. Baby Ruth bars, Peanut Chews, any flavored baking chips like butterscotch or peanut butter chips, almost all the "white chocolate" you'll find in the grocery aisles... it's mostly all mixtures of cheap shortenings, cocoa and milk powders and sugar marketed as "chocolate flavored candy" in tiny print on the label.

    The Hershey Co., as well as its major competitors Nestle, Mars and many others in the past switched out cocoa butter for vegetable shortenings in some of their lower-end products in an effort to reduce costs and keep prices stable. However, there has been a bit of a backlash. In 2015, The Hershey Co. committed to removing artificial ingredients from a few of its staples, a trend the company stated it hopes to continue moving forward. They have alsorecently launched an all-natural, 5 ingredient chocolate syrup, which is leaps and bounds superior to its standard, high fructose corn syrup-based syrup. Over a century later, the company is still listening to the public and improving their products to keep with the times. It's refreshing to see a little integrity in such a big company.

    Deal Denied

    While we do not know much about Mondelez's offerings, word is they offered $107/share to sell out. The board at Hershey unanimously rejected the offer. I, for one, am thrilled because the firm's impeccable history of performance would demand a much, much higher premium at the very least. That being said, I hope The Hershey Co. doesn't sell to anyone, especially to the likes of Mondelez International, at any price. They just don't need to be bought. They're too good of a company on their own.

    My goal when I purchase a stock is to hold it forever. Under very few circumstances would I be willing to sell an equity I truly believe in. However, if Irene Rosenfeld got a hold of the company that would truly be a rare instance of where I would abandon ship if I owned The Hershey Co. outright. She has damaged practically everything she's touched, and I for one do not want to be subjected to her and her team's incompetence.

    I would be willing to bet her departure from Mondelez alone would propel the price of Mondelez's stock skyward. It would be a catastrophic shame if my options as a loyal, long-term investor in one of America's greatest companies were to either be stuck owning shares of Mondelez International or, even worse, be forced to sell, take the cash and pay taxes on the sale, tremendously impairing my purchasing power as a result. Yet, I would have little choice. She is a destructive force of nature, and I feel she has the potential to permanently damage The Hershey Co.

    Either way, it is an interesting time for The Hershey Co. and I cannot wait to see if the 122-year old giant will resist a takeover play and remain the brand we all know and love moving forward. Stay vigilant, chocoholics.

    Disclosure: I am/we are long SPY.

    I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.

    Additional disclosure: All information found herein, including any ideas, opinions, views, predictions, commentaries, forecasts, suggestions or stock picks, expressed or implied, are for informational, entertainment or educational purposes only and should not be construed as personal investment advice. I am not a licensed investment adviser.

    Editor's Note: This article discusses one or more securities that do not trade on a major U.S. exchange. Please be aware of the risks associated with these stocks.
    

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69. Have a break

    Jul 6, 2016 | Breakingviews

    By Kevin Allison

    The humble Kit Kat bar could give the finger to most of Hershey’s suitors. The U.S. candy company, which rejected a $23 billion bid from Cadbury owner Mondelez last week, licenses the British snack from Nestlé, which could take the American rights back if Hershey is sold. The arrangement gives the Swiss food group leverage to play kingmaker.

    Hershey spurned Mondelez’s $107 per share offer, saying it provided “no basis for further discussion.” Still, with the charitable trust that controls more than 80 percent of Hershey’s voting stock looking unstable, the company is arguably more vulnerable to a takeover approach than it has been for years. Along with Mondelez and Nestlé, rival confectioners Mars and Ferrero might plausibly be interested.

    Without Kit Kat, though, Hershey wouldn’t look quite so tasty. If the U.S. rights reverted to Nestlé, it would reduce Hershey’s value by $3 billion, the Wall Street Journal reported last week, citing a person familiar with the matter. The marketing pact dates back to the 1970s, when original creator Rowntree granted Hershey a perpetual license to sell its Kit Kat and Rolo brands stateside. But Nestlé is able to unwind the deal if another company acquires Hershey, according to news reports.

    Hershey also licenses Cadbury products in the United States, while Mondelez makes and sells them elsewhere. That’s a similar possible advantage for the only potential buyer that has so far gone public with its interest.

    The Kit Kat situation, however, hands some influence to Nestlé. The Swiss company’s recent emphasis on health and wellness might be one reason it would be reluctant to consider bidding for Hershey itself. But if the coy Pennsylvania chocolatier does eventually open up to a sale, at the very least it may need a break from Nestlé.

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Local

70. Reuters visits Hershey, finds residents oppose takeover of their hometown company

    Jul 5, 2016 | Lancaster Online

    By Tim Stuhldreher

    The Hershey Co. has a one-of-a-kind relationship with its local community, a mutually beneficial symbiosis that has made Hershey one of the most prosperous towns in central Pennsylvania.

    And what do you know? Local residents really don't want that to change.

    "On paper, a sale to Mondelez could benefit Hershey," Reuters reported in an article posted Tuesday morning, referring to the unsolicited $23 billion takeover bid by Mondelez International Inc. that the Hershey Co.'s board unanimously rejected last week.

    But people in the chocolate maker's home town "have prospered from its presence and tend to be fierce defenders of its independence," the publication said.

    A merger with Mondelez would have created the world's largest candy company. Mondelez reportedly had promised to name the entity "Hershey" and move its headquarters to the Dauphin County town. But local residents were skeptical, and Reuters noted other large corporations have reneged on similar promises.

    "I don't think they should sell the company," one woman told Reuters' reporter. "Hershey is Hershey. It should always be Milton Hershey. He did good for the community."

    Frequently, company decision-makers can ignore a deal's local impact. That's not the case for Hershey, however, because the Hershey Trust owns the majority of the voting stock.

    "Pennsylvania law requires any charitable trust to consider, when selling an asset, the 'special relationship of the asset and its economic impact as a principal business enterprise on the community” and the 'special value' of its ties to the community," Reuters said.

    Local residents have mobilized against potential sales of Hershey before, Reuters noted, and the opportunity may arise again: Hershey's stock price stayed high after the deal fell through, indicating investors expect another offer to be made.

    Don't worry, Mondelez International told the residents of Hershey, regarding its plans to take over the Hershey Co.: This won't hurt a bit.

    But they worried, reports Reuters. The town and the chocolate company have nurtured each other over many decades, and many residents fear they would be shortchanged if Hershey were to be sold.

    "Hershey is Hershey. It should always be Milton Hershey. He did good for the community," Reuters quotes a 76-year-old woman, identified as "G.C.," giving tours at Hershey's Chocolate World.

    Hershey's board unanimously rejected Mondelez International's unsolicited $23 billion takeover bid on Thursday. The merger would have created the world's largest candy company.

    Hershey's high share price suggests investors expect Mondelez' takeover offer won't be the last, Reuters said.

    Residents point to houses built by Milton Hershey for his factory workers," Reuters and extol the "Hershey legacy", where a successful business looks after the people, the way Hershey did at the height of the Great Depression in the 1930s by embarking on a construction spree in town to create jobs.
    

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71. What is the Hershey Trust and does it have anything to do with chocolate?

    Jun 30, 2016 | Penn Live

    By Teresa Bonner

    The Hershey Trust Co. is the entity that manages the Milton Hershey School Trust, the $12 billion endowment created by Milton Hershey to provide for the Milton Hershey School, a private boarding school for children from low-income families in Derry Township.

    Founded in 1905, the trust owns Hershey Entertainment & Resorts and controlling interest in The Hershey Company, the famed candy maker. Profits from the two business support the trust.

    In a complex arrangement, the trust company is manged by a board of trustees, who also serve as the directors for the Milton Hershey School.

    The trust has frequently been the target of critics over its management of the school and the endowment.  

    Allegations that it had purchased a golf course at an inflated prices to benefit one of its own, that compensation for trustees had risen too high and that trustees' family members benefited from business dealings with the school let an investigation by the state Attorney General's office a few years ago.

    The office found no wrongdoing, but in 2013 called for reforms to how the trust was government, including a pay cut for board members,  a limit on how many trustees can sit on the boards of both The Hershey Company and HersheyEntertainment & Resorts Company, new processes for how the trust company and school buy or sell land, and a process for how trustees deal with conflicts of interest.

    The Philadelphia Inquirer reported more recently that the Attorney General's office has asked for the resignation, by July 31, of three long-serving members of the Hershey Trust Co. board amid reports that the office is looking at apparent violations of the 2013 agreement by the trust.

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72. The Hershey Company: a brief history

    Jun 30, 2016 | Penn Live

    Here's a quick look at the history of The Hershey Company:

    1903

    Milton S. Hershey moves from Lancaster to the farming village of Derry Church, where he was born and raised. There, he begins to buy hundreds of acres of farmland as part of his grand plan to build the largest chocolate factory in the world.

    1905 

      The Hershey Chocolate factory is completed and Milton Hershey donates his name to the town which is being built to support his factory. 
        He also starts the Hershey Trust Company, to handle the town's banking needs, and builds Hersheypark as a recreational resource for his workers and town residents. 

    1908
        He builds his mansion, High Point, a short walk away from his chocolate factory. The mansion, now Hershey Trust Co. headquarters, remains one of Hershey's oldest buildings.

     
     1909

    Milton Hershey and his wife, Catherine, decide to start a residential school for orphaned, white boys. Hershey signs a deed of trust, donating 485 acres to build the school. The Hershey Trust Co. is named as the trustee. 

    1910

    The Hershey Industrial School opens with less than a dozen white orphan boys. Later renamed the Milton Hershey School, amendments to the deed of trust would later allow admission of girls and minorities. 

    
    1914

    Hershey builds a large, consolidated K-12 school on Granada Avenue and dedicates it to the town. It now houses Derry Twp. School District administrative offices. 

    1915

    Catherine Hershey dies. 

    
    1918

    Hershey donates $60 million worth of Hershey Chocolate Co. stock to the Milton Hershey School Trust. By the end of his life, nearly all of Milton Hershey's assets would be set aside for the benefit of the school trust. 

    1927
       Milton Hershey splits his chocolate company into three separate entities: Hershey Chocolate Co., Hershey Corp. (his sugar operations in Cuba), and Hershey Estates (all town services for Hershey). 

    1929-1939
        The United States plunges into the Great Depression. Most Hershey residents are unaffected by the nation's economic free-fall. Milton Hershey embarks on what is now called his "great building campaign" providing jobs for local unemployed workers. 

    1935

    Milton Hershey sets up a second trust fund, called the M.S. Hershey Foundation, with the Hershey Trust Co. as the sole trustee. He donates 500 shares of Hershey Chocolate Corp. stock to the foundation, whose purpose is to provide cultural and educational opportunities to the Derry Twp. residents. 
        The foundation's first project is the Hershey Junior College, a two year college available to township residents at no cost. It was discontinued in 1965 when Harrisburg Area Community College was established. 

    1945
       Hershey dies at age 88. He leaves behind a third trust, endowing the remainder of his wealth to the Derry Twp. School District. Hershey Trust Co. is the trustee. Today, the endowment is worth about $30 million. More than $1 million is given to the district annually. 

    1946
        Hershey's Cuban holdings are sold to the Cuban Atlantic Sugar Company. 
       

    1963

    The Milton Hershey School Trust donates $50 million to the M.S. Hershey Foundation. The foundation gives the money to Pennsylvania State University to build the Milton S. Hershey Medical Center. A view of Derry Township includes the Penn State Milton S. Hershey Medical Center. Aerial photos, October 23, 2015. 

    1967
        Hershey Motor Lodge opens and later becomes the Hershey Lodge and Convention Center. 

    
    1970

    The Cocoa Inn is demolished because of inadequate utilities and sinkhole problems. 
        Hersheypark is gated from the surrounding community. For the first time, a one-price admission is charged to patrons. 

    1971
         The Milton S. Hershey Medical Center opens. 

    1976

        Hershey Estates is renamed HERCO, Inc. The name is later changed to Hershey Entertainment and Resorts to better indicate its focus on tourism. 

     1994-1998 

    Milton Hershey School Trust doubles in value, as a result of financial restructuring and a boom in the stock market. Today the trust is worth $12 billion. 

    2000

    Hershey Entertainment and Resorts breaks ground on the Giant Center, a $75 million arena on 56 acres at Hersheypark Drive. 

    2002
       The Hershey Trust Co. puts Hershey Foods Corp. up for sale, drawing huge protests from community groups and lawmakers.  The trust ultimately rejected a bid by the Wm. Wrigley Jr. Co. Cadbury Schweppes joined with Nestle in submitting a bid for The Hershey Co., but that bid was also rejected.

        The Giant Center opens with a concert by Cher. The Hershey Bears begin playing their home games in the new arena. The 2015 Antique Automobile Club of America, Eastern Division, National Fall Meet takes place at the Giant Center in Hershey, Pa., Oct. 7-10, 2015. Billed as "The largest antique car show in the world" there are over 1,500 antique cars on display.  

    2005

    Hershey Foods Corp. becomes The Hershey Company

    2007

     The Hershey Co. announced plans to eliminate at least a third of its production lines and shift some manufacturing to Monterrey, Mexico. 

    2009

    Hershey considers making a bid to take over Cadbury, Britain's storied, 186-year-old candy company. But Kraft makes an offer for Cadbury in September 2009 and, as Hershey reportedly prepares its bid, Kraft sweetens its offer to $19.44 billion. Cadbury accepts Kraft's offer.

      Hershey spent some $600 million in a recently completed global restructuring that saw it open a plant in Mexico, shutter several North American plants and shed about 1,500 jobs, including about 800 positions in the midstate. 

    2010

    The Hershey Company announces plans to mothball its iconic, 105-year-old chocolate factory at 19 E. Chocolate Ave., the one built by Milton S. Hershey. It will spend $300 million to expand and modernize its newer West Hershey facility.

    Attorney General Corbett's office confirms it is investigating Hershey Trust. At issue is the trust's $12 million purchase in 2006 of a money-losing golf course north of Hershey with funds intended to educate impoverished children and increase the enrollment at the Milton Hershey School. After acquiring the golf course, the charity embellished the Wren Dale course with the construction of a Scottish-style clubhouse and restaurant/bar, at a price of $5 million, again with funds meant for the Hershey School. Demolition continues at the old Hershey chocolate factory in this PennLive file photo, clearing way for new development in town. 

    2012

    The chocolate factory built by Milton S. Hershey 19 E. Chocolate Ave. is demolished.

    In September, the company celebrates the opening of its West Hershey chocolate factory, which is capable of producing 70 million Hershey's Kisses per day. Company officials say the plant will employ about 1,100 people. About 700 workers transition from the old Chocolate Avenue plant, but about 500 jobs are eliminated.

    Company officials say the new plant will assure a substantial manufacturing presence in Hershey for generations.

    The Hershey Company now has 4,800 employees in Pennsylvania, 8,800 in the United States and 14,000 worldwide.An expansion of Hershey's West Hershey plant cost about $300 million.

    2013

    In May, Attorney General Kathleen Kane announces her office has wrapped up a two-year investigation into the Hershey Trust which found no wrongdoing by trust officials but did recommend a number of reforms, including reducing compensation for trust board members, changes that address how many trustees can sit on the boards of both the Hershey Co. and Hershey Entertainment & Resorts, and changes aimed at eliminating conflicts of interest, and increasing the state's oversight of trust real estate deals.

     2014

    The Hershey Company acquires an 80-percent stake in the Shanghai-based Golden Monkey Food Joint Stock Co., a private confectionery company, for more than half a billion dollars.
        China, with a rapidly growing middle class, continues Hershey's efforts to expand into Asian markets, efforts that include opening an innovation center in China and is building a $250 million manufacturing plant in Malaysia. 

    2016

    The Philadelphia Inquirer has recently reported the the Attorney General's Office is looking at whether the trust has violated any part of the 2013 agreement.

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73. Reports: Hershey rejects takeover bid

    Jun 30, 2016 | Penn Live

    By Nick Malawskey

    According to Fortune, the Hershey board has rejected a bid from Mondelez to sell the iconic Hershey Co.

    Mondelez, the maker of Oreos and Cadbury, had reportedly offered a bid to buy a controlling stake of the Derry Twp.-based chocolate company. The news, first reported in the Wall Street Journal, sent Hershey stock prices soaring during trading on Thursday.

    Hershey Trust which controls 81 percent of the voting power of Hershey Company, and owns 8.4 percent of common stock, rejected the bid unanimously according to the report.

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74. Hershey and Mondelez: What you need to know

    Jun 30, 2016 | Central Penn Business Journal

    By Roger DuPuis

    Here is the latest on Thursday's developments in Mondelez International Inc.'s bid to take over The Hershey Co.

    • The Wall Street Journal initially reported that Mondelez has sent a letter to Hershey proposing a takeover transaction. Does not cite sources or monetary terms, but does say sources report Illinois-based Mondelez is willing to move its headquarters to Dauphin County, retain Hershey name and committed to preserving Pennsylvania jobs.

    • CNBC later filed a similar report, describing how the sale talk is driving up Hershey's stock price and prompting a halt in trading.

    • A Mondelez spokeswoman told CPBJ and other sources that "As a matter of practice, we do not comment on market rumors or speculation," and does not respond to further questions, including whether she can confirm existence of the offer.

    • WSJ later reported that the deal is worth about $23 billion.

    • Hershey's board releases a statement rejecting the offer, describing it as a $107-per-share cash and stock takeover proposal that also included other non-monetary considerations. The proposal "provided no basis for further discussion between Mondelez and the company," the statement said.

    • For those who may not know their history, here is a closer look at Mondelez.

    • Lyndsay Kensinger, communications director for the Pennsylvania Department of Community and Economic Development, had this to say when asked about her agency's reaction to the news:

    "DCED was not contacted in advance of what has been reported today. Governor Wolf understands how important Hershey is to the state’s economy and to the Central Pennsylvania region. The governor is eager to work with Hershey officials to ensure that there is a continued commitment to growing the economy in Pennsylvania."

    • Today's developments were not the first time a suitor came knocking at Hershey's door. An $11.5 billion offer from Nestle in 2002 faltered and died amid many concerns, including political opposition and discussion about how antitrust regulators would likely block the move.

    • Talk of a merger with Cadbury Schweppes PLC also dead-ended five years later, at which time The Hershey Trust — which would have to OK any such deal — was re-organized, and anti-merger members seemed to be in the majority.

    • Asked about Thursday's developments, Kent Jarrell, spokesman for the Hershey Trust Co. Board, said only: "Unfortunately, I have nothing for you."

    • In recent weeks, speculation of another approach from Nestle was circulating in investment circles, though the two companies declined comment and no formal pitch ever emerged
    

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75. Hershey Co. rejects $23B takeover offer from maker of Oreos

    Jun 30, 2016 | Lancaster Online

    By Tim Mekeel

    The Hershey Co.’s board of directors on Thursday unanimously rejected a $23 billion takeover offer.

    The unsolicited offer came from Mondelez International Inc., which makes Oreo cookies and Cadbury chocolate bars.

    Mondelez’s interest in Hershey was first reported by The Wall Street Journal on Thursday morning, although the terms of the offer were not known at that time.

    “The Company's Board of Directors, after receiving input from the Company's management and its outside financial and legal advisors, carefully evaluated the indication of interest,” Hershey said in a statement.

    “Following this review, the Board of Directors of the Company unanimously rejected the indication of interest and determined that it provided no basis for further discussion between Mondelez and the Company,” said Hershey.

    Any deal would have required the approval of the Hershey Trust, which holds 8.4 percent of Hershey’s common stock but 81 percent of its voting power, the newspaper noted.

    The Hershey Trust has been opposed to selling the company in the past, though Mondelez was prepared to go to lengths to win it over.

    Mondelez had pledged to protect jobs following a merger of the companies, relocate its global chocolate headquarters to Hershey and rename the company Hershey, The Wall Street Journal reported.

    Mondelez, based in Deerfield, Illinois, has numerous well-known lines. Besides Oreos and Cadbury,  it makes Trident gum, Halls candy and Chips Ahoy! cookies.

    Annual revenues are about $30 billion.

    Hershey, which owns the Y&S Candies plant on Running Pump Road in East Hempfield Township, has annual revenues of $7 billion.

    Mondelez’s offer, according to Hershey, was valued at $107 a share in cash and stock. Mondelez included “other non-monetary considerations” in its proposal, said Hershey, but the company did not specify them.

    Hershey common stock closed Thursday at $97.14. On news of Mondelez’s offer, it surged to $117.79 on Thursday morning, before tailing off on news of Hershey’s decision.

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76. Mondelez launches takeover bid for Hershey: report

    Jun 30, 2016 | Chicago Business Journal

    By Peter Frost

    Mondelez International is attempting to buy chocolate company Hershey in a deal that would move Mondelez's global chocolate headquarters to Pennsylvania and rename the company Hershey, the Wall Street Journal reported, citing people familiar with the deal.

    Deerfield-based Mondelez, the global snacks company that makes Oreo cookies and Ritz crackers, recently sent a letter to Hershey proposing the combination, the Journal wrote. As part of the proposal, Mondelez is pledging to protect jobs following any merger and move its chocolate headquarters to Hershey's home in Hershey, Pa., according to the report.

    The initial half-cash/half-stock offer was for $107 a share, a 9.7 percent premium to Hershey’s opening price today, according to the report.

    If a deal is completed, it's unclear if Mondelez would retain its global headquarters, or even a presence, in Deerfield.

    Russ Dyer, Mondelez’s vice president of global communications, declined to comment on "market rumors and speculation." A Hershey spokeswoman did not return calls seeking comment.

    Hershey has been the subject of takeover speculation for years, most recently this month, when rumors swirled that it was being courted by Nestle.

    The chocolate maker's unusual ownership structure has been an impediment to takeovers in the past. The charitable Hershey Trust Foundation, formed in 1905, holds 8.4 percent of the company's common stock but has a majority of its voting power, giving it the ability to block any unwanted buyer.

    In 2002, Mondelez predecessor company Kraft Foods was among a list of suitors that expressed interest in Hershey after it said it was exploring a potential sale.

    Hershey had a $21 billion market value as of this morning; Mondelez's market value was $69 billion. Shares of Hershey have been halted twice on the news. Its stock was trading up 16 percent as of 11:28 a.m. Central Time.

    Mondelez shares were trading up 1.4 percent, at $43.57.

    Acquiring Hershey would amount to a blockbuster deal for Mondelez, which also has been under pressure by investors to boost margins. Activist investors William Ackman (who holds a 5.6 percent stake) and Nelson Peltz (who holds a roughly 3 percent stake plus a board seat) have agitated for CEO Irene Rosenfeld to move faster in her efforts to make the company more efficient.

    The company also has been the subject of speculation that it may benefit from re-uniting with Kraft Heinz or combining with PepsiCo. The proposed deal with Hershey would likely put those ideas to rest, for now.

    The proposal raises the specter that the company could abandon its home in Deerfield, where it leases a portion of a 244,407-square-foot building called Three Parkway North, which was sold June 10 to a venture of Fulcrum Asset Advisors from development firm John Buck.

    Mondelez split from its North American grocery unit, Kraft Foods Group, in 2012. It maintains a relatively small presence in the Chicago metro area, despite having its corporate headquarters in Deerfield. The vast majority of its sales are outside of the U.S.

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77. Hershey stock prices soar with takeover bid reports

    | Penn Live

    By Barbara Miller

    Hershey stock is at its highest point in a year, thanks to the reports of a takeover bid by the owner of Nabisco, Cadbury and other brands.

    After news broke that Mondelez International was offering a takeover bid Hershey shares were trading at $114.70, up $17.56, or 18.2%, CNBC said, while Mondelez stock was at $39.44, up $1.15, or 3 percent.

    Mondelez is reportedly sweetening the offer with promise to move the company's headquarters to Hershey, rename itself Hershey and preserve jobs.

    The companies have been talking for some time, sources told CNBC.

    The sale would have to be approved by Hershey Trust Company, which controls 81 percent of voting power of Hershey Company and owns 8.4 percent of common stock.

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78. Mondelez won't confirm Hershey takeover report

    | Central Penn Business Journal

    By Roger DuPuis

    Is the maker of Oreos and Triscuits looking to acquire the iconic Hershey brand? Despite media reports this morning, Mondelez International Inc. isn't saying much so far.

    "As a matter of practice, we do not comment on market rumors or speculation," Mondelez' spokeswoman Valerie Moens replied when asked about a Wall Street Journal report indicating that the Illinois-based snack giant has made a pitch for The Hershey Co.

    Efforts to reach spokespeople for Hershey and the Hershey Trust were not immediately successful.

    The Wall Street Journal cited unnamed sources indicating that Mondelez made the pitch, the terms of which were not disclosed, in a letter to Hershey.

    Moens did not immediately respond to a follow-up question asking about the existence of the letter cited in the WSJ story.

    But the venerable business paper was not alone in reporting on a possible deal.

    According to CNBC, talks between the companies have been ongoing, people familiar with the matter told the network, which added that any deal would need to be approved by the Hershey Trust Board.

    Both CNBC and WSJ reported that sources said Mondelez said it would  protect Pennsylvania jobs, relocate its own headquarters to Dauphin County and adopt Hershey's name for the unified firm.

    Such a move would bring together two giants of the international snack foods industry. Mondelez was born in 2012, when Kraft Foods spun off its international snack business.

    Hershey had a market value of $21 billion this morning, versus Mondelez's value of $69 billion, CNBC reported, adding that the Central Pennsylvania chocolate maker's shares had jumped 21 percent by mid-morning.

    Hershey stock, which last closed at $97.14, stood at $111.70 just before noon.

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79. Hershey board rejects takeover bid from rival Mondelez

    Jul 1, 2016 | Village Sun Times

    By Max Garcia

    Mondelez's takeover bid for Hershey, which had a $21 billion market value on Thursday, could've been a blockbuster move bringing together the world's second- (Mondelez) and fifth-largest (Hershey) confectionery makers together, the WSJ reports. These two companies have the top five sweets in the whole world and Mondelez is desperate to expand its global footprint.

    But a deal would require the nod of the tight-knit Hershey Charitable Trust, which holds 8.4 per cent of Hershey's common stock and 81 per cent of its voting power.

    Because the majority owner of Hershey is the Hershey Trust Company, which controls 80% of the board and has a mandate to operate in the best interests of Hershey, Pennsylvania, Hershey is directly tied its location.

    Mondelez recently sent a letter to Hershey proposing the combination, according to reports in the Wall Street Journal. Mondelez representatives did not immediately respond. One of the best-selling markets for Lancaster Caramel Crèmes is Lancaster, Pa., where Milton Hershey launched his first successful candy company and began experimenting with coating caramels in chocolate, according to sales data provided to the Washington Post previous year.

    Mondelez had offered to buy Hershey for $107 a share in a cash and stock deal. (HSY) in what would form the largest chocolate company in the world.

    Founded in 1894 by Milton Hershey, the Pennsylvania-based company is North America's leading manufacturer of chocolate, non-chocolate confectionary and chocolate-related grocery products. But he said the offer by Mondelez could spur more aggressive cost-cutting at Hershey.

    Then-Attorney General Mike Fisher and the Dauphin County Orphans Court halted the sale of the Hershey Co.to Wrigley in 2002 when the community and unionized protested the deal in the streets.

    Jack Skelly, food analyst at Euromonitor International, said: "The news that Hershey is the subject of a bid from Mondelez has certainly captured the imagination of those in the food industry".

    "The Trust...is outwardly very committed to keeping the company independent", Bernstein analyst Alexia Howard said in June previous year.

    Activist investor William Ackman had been pressing Mondelez to increase revenue or sell out. 
    

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80. Oreo Manufacturer Tried Buying Chocolate Giant Hershey and Failed Miserably

    Jul 2, 2016 | New York South East Post

    Hershey said it had rejected a $US23 billion preliminary offer by Mondelez International that would seek to expand the latter's limited United States footprint and create the world's largest confectioner.

    Hershey issued a statement saying that the board of directors universally rejected the bidding proposal and are determined that there is no basis for further discussion between the two companies over the issue.

    Hershey said that it had received a $107-a share preliminary cash and stock buyout offer, which also included other non-monetary considerations. 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. (NYSE:HSY) soared on Thursday following reports that snack giant Mondelez International (NASDAQ:MDLZ) had made a bid to acquire the company. It would have also led to the Mondelez's governance over Cadbury brand chocolates' production & Kit Kat's distribution in the USA market.

    And Euromonitor analyst Jack Skelly - pointing out the deal would make Mondelēz the largest confectionery player in the world "by some margin" - added that both companies appeared to have similar ambitions to diversify into a range of snack products.

    More than a decade ago, Wrigley, now a unit of Mars, tried to buy Hershey, but resistance from the trust scuttled the deal at the last minute. Mondelez is now the second-largest confectionery maker in the world in terms of revenue, while Hershey is the fifth-largest, and a combined group would have estimated revenues of $37bn (before any disposals).

    Tigress Financial Partners LLC analyst Philip Van Deusen said he expected the offer price to increase, given the rise in Hershey's shares. The trust has also stood between Hershey and a deal with Cadbury, which was ultimately acquired by Kraft Foods.

    Mondelez, which makes Oreo cookies and Cadbury chocolate bars, recently sent a letter to Hershey proposing the tie-up, according to people familiar with the matter. Shares of Mondelez rose as news filtered into Wall Street and it seems that investors believe that could be a fruitful deal for all concerned. Mondelez had a market value of $69 billion. It also makes and distributes Cadbury and Caramello sweets in the U.S.

    "Yet rumours of an acquisition of Hershey have persisted for some time, suggesting the part-public, part trust-owned business has been seriously considering selling".
    

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81. Expect higher bids for Hershey Co. from Mondelez

    Jul 4, 2016 | Financial Post (Canada)

    By Jonathan Ratner

    A compelling case for Mondelez International Inc.'s US$23 billion takeover offer for Hershey Co. can be made for both sides.

    While Hershey's board rejected the US$107 per share cash and stock offer, investors shouldn't expect Mondelez, or other potential suitors, to give up easily.

    Of course, Hershey not only has a history of turning away suitors, but the company has also rid itself of parts of its leadership team that were interested in selling, including the CEO and board members in 2007.

    But times have changed, as Hershey isn't as strong as it once was.

    "Sales have slowed - mostly because of category weakness and a lack of meaningful innovation - and global opportunities have not yet panned out as expected," said Ken Goldman, an analyst at J.P. Morgan.

    Another factor that may being weighing on Hershey is the controversy surrounding several members of the Hershey Trust, which controls more than 80 per cent of the company's voting stock.

    Pennsylvania's Attorney General wants three board members to resign from the Hershey School, the US$12 billion charity's sole beneficiary, amid a two-year investigation into rising board compensation and a golf course purchase, as well as charges being filed in early May against a top trust official.

    Three members of the trust also serve as members of the Hershey Co. board.

    Since the trust was apparently willing to hear Mondelez out, as discussions were conducted over several months, it no longer looks like a deal is impossible.

    Goldman is leaning toward what he calls the 'this makes sense and probably will happen' camp.

    One possible concession Mondelez could offer is moving its global chocolate headquarters to Hershey, Pennsylvania - something that would benefit both the town and state.

    It could also offer to change its name to Hershey. After all, activist investor Nelson Peltz, who owns a significant stake in Mondelez along with Bill Ackman, once said he hated the name as it sounds "like a disease."

    It's a combination of "monde," which is derived from world, and "delez," another word for delicious. So while the company faces slowing growth in emerging markets, it may be seeking expand Hershey's footprint as it now gets 85 per cent of its sales in the U.S.

    Goldman pointed out that Mondelez could potential provide an overseas distribution and marketing channel for some of Hershey's more iconic brands, something that hasn't been done with any meaningful success so far.

    A merger could also see the reuniting of Cadbury U.S. (controlled by Hershey) with Cadbury global (owned by Mondelez). Combining the two companies would mean overtaking Mars as the largest confectioner globally with 21 per cent of the market, and combined sales of US$37 billion.

    "Hershey may be seeing the writing on the wall about retailers' view of chocolate," the analyst said, highlighting CVS's recent decision to reduce candy's front-of-store shelf space by 25 per cent, as well as Target's tests with moving candy away from the checkout aisles.

    Goldman thinks the US$107 per share bid was "merely a starting point," and that Mondelez could pay as much as US$134.

    "In fairness to Mondelez, we do not think the company would be willing to go to $134, because the idea is to create a deal that is accretive after synergies, not one that is neutral to EPS," he said. "But the message remains the same, that we expect further bids at higher price points."
    

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82. Will the Hershey legacy endure?

    Jul 5, 2016 | Toronto Star

    By Jennifer Wells

    In photographs a smiling Milton Snavely Hershey was a vision of kindliness. Always mustachioed, often favoring a straw boater, his waistcoat strained at the buttons, Hershey exuded paternalism and, as the world quickly learned, a flare for outsized philanthropy.

    He was given to nostrums: “One is only happy in proportion as he makes others feel happy.” And his care and worry about impoverished youth appeared to be exemplary for a businessman in his day, echoing the impassioned Joe Atkinson of the Toronto Star. The two were not far apart in age and saw up close the punishments of poverty and disadvantage.

    How much of this is hagiography? It seems narratively fitting — pushing the bounds of fiction, almost — that Hershey was a candy man and not, say, an oil man like Rockefeller. He built an eponymous town in Pennsylvania designed to have “no poverty, no nuisances and no evil,” erected a hotel at the corner of Chocolate and Cocoa, established a trust to control his corporate interests and a school as the clearest sign of his beneficence.

    The guiding principles of the Hershey Industrial School were clear: “Give as many boys as possible real homes, real comforts, education, and training, so they become useful happy citizens” and “Eliminate any notion of institutional life and charity.” In 1933 Hershey amended the school’s charter to broaden the range of eligible students to “poor healthy white male orphans” between the ages of four and 14. (The school is now co-ed and extends through Grade 12.)

    In the years since, The Hershey Co. has stood stalwart against some of the forces defining contemporary capitalism while growing its global presence through such acquisitions as B.C.-based Brookside Foods (dark chocolate enrobed cranberries etc.) and Krave Pure Foods (those ubiquitous transit ads for black cherry barbecue pork jerky) and making a bumpy expansion into China through candy maker Shanghai Golden Monkey.

    Throughout, the company has maintained a singular reputation for twinning social purpose with profits, a statement that might sting the residents of Smiths Falls who watched sadly as Hershey closed up shop in the town long known as the chocolate capital of Ontario.

    The question for Hershey now is whether the spurned takeover intentions of snack giant Mondelez International — a cash and stock offer of $107 (U.S.) a share and other “non-monetary considerations” — will prove a tipping point, despite Hershey’s terse statement that the offer “provided no basis for further discussion.”

    What the Mondelez offer has done is highlight how Milton Hershey’s best laid plans became entangled in bureaucracy and high-level politics. The politics part surprises. Three years ago, Pennsylvania Attorney General Kathleen Kane announced an agreement with the Milton Hershey School and the Hershey Trust putting an end to double-dipping directors who sat both on the boards of the for-profit chocolate company and/or Hershey Entertainment and Resorts as well as the school and the trust.

    An independent consulting firm was brought in to set new, lower, compensation levels and the trust was directed to provide notice to the attorney general’s office of real estate transactions of more than $250,000, a nod to a still contentious golf course acquisition some years earlier.

    In May of this year, the Philadelphia Inquirer reported on the “continuing chaos” at the charity, with the AG seeking the resignation of three of the school’s board members and probing “apparent violations” of the 2013 agreement.

    It’s a mess. The resignation of a Hershey Trust executive over the pocketing of funds in an unrelated FBI probe has added some side-show colour. As has the pending trial of Attorney General Kathleen Kane over leaked emails in a grand jury probe, again unrelated to Hershey.

    Through his will, Milton Hershey determined that the control of the school, and the capital stock in the chocolate company, would rest with Hershey Trust Co. That remains true today, with the trust controlling more than 80 per cent of the candy maker through Class B shares.

    Here’s where it gets peculiar. In 2002 the trust was closing in on a sale of the chocolate company to Wm. Wrigley Jr. Co. The town of Hershey, as you would expect, was up in arms. What was unexpected was the intervention of the attorney general of the day, arguing that such a sale would do “irreparable harm” to the town and determining that the protection of property was the state’s right.

    In September, 2002, the trust, caving to pressure, announced that it was no longer looking for a buyer.

    The town of Hershey today is on tenterhooks. Is a sale off the table? Will Mondelez make a second pass? The larger question is whether the legacy of Milton Snavely Hershey can endure as is, or whether his own careful ownership creation has undone what was meant to be benevolence at its best.
    

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Broadcast Media

83. Closing Bell

    Jun 30, 2016 | CNBC

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23293124?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0

    Rough Transcript: hershey's board rejecting the offer of mondelez. david faber has the details. david? >> this is just getting good here. >> moved very quickly today, of course. dow jones breaking the story earlier today and then details of the $107 a share half stock, half cash deal. that offer delivered last week was promptly rejected by hershey's board just about a 3:18 PMhalf hour, 40 minutes ago in a press release in which it said that not only did it reject it after talking to its financial advisers and bankers, lawyers, but that also, it does not provide the basis for further discussion between mondelez and hersheyand seemingly did nothing to dissuade them from sending the stock higher for a long halt for news pending from hershey. now trading right near the highs of the day. why? well, the expectation, of course, the rejection was based on price and therefore that they'll continue coming back with a higher price for attention and allow for further discussion. and, well, perhaps the idea of somebody else out there although that always remains somewhat unclear. we didn't get to the trust. you know, it is interesting. i spent a lot of this day reporting on the hershey trust and controls 80% of the vote ashershey and you have to get the approval of the trust. as i reported earlier, they were 3:19 PMwilling to say, we'll change the name of the company tohershey. move the headquarters of the business to pennsylvania. hershey, pennsylvania. and we'll maintain the manufacturing jobs in that state. all of that designed to get the approval of the trust. the problem is first you have to get the approval of the board of directors of the company. >> the rejection today is the people running the company. >> correct. >> different than the trust of the board of the trust. >> that is right. there are some overlaps in directorship and people who sit on the trust board, remember, the trust started by milton hershey many years ago to take care of disadvantaged children. enormous. 34% ownership it has in hershey. and they first have to hear from the board so in this case it's interesting to note in the press release they talk about, well, we received input of management, the board of directors, from outside financial and legal advisers, they don't say advice from the trust itself. that's the next step. so if you're trying to get a deal done, you have to have a 3:20 PMdeal with the board and unable to do and then move on to the trust. >> who else is out there? >> in emergency rooms of what? what might bid for hershey? >> yeah. >> nestle. nestle is a name you certainly hear and private companies or family controlled companies. faro. nestle, by the way, has a deal to license kit-kat to hershey in the united states and important part of the business and values that business at $3 billion. >> it's a great candy bar. >> you'd have to imagine if nestle makes a bid, by if way, they're in health and wellness right now, down that path and if they were to make a bid, $3 billion away and getting that business back if hershey changes control. >> mondelez is trading higher. normally a deal announced or potential deal, the acquiring company goes down. unless you think, god, this is super or something else going on and worthy of noting, no? >> it is. what you showed earlier, lionsgate down because people worried about the price they're paying in the deal and can be the case, michelle. here i think the stock is up in part because people like the idea of it. global behemoth in the chocolate business. but you have to also consider the idea that mondelez sent out word to those who might have interest in buying them that you better move -- if you have any interest an i'm not saying there is but move now because we might get a lot bigger and won't be able to buy us down the road. >> interesting. i have a feeling to hear from you in the not too distapt future. >> so interesting w. that weird trust structure. super interesting. >> i'll have a milky way bar after all this talk. >> you do that. do research. >> that's mars. >> yeah. >> sorry. >> no idea. it's all chocolate to me. >> all good. >>> 40 moneys left in the trading session here.

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84. Bloomberg Markets

    Jun 30, 2016 | Bloomberg

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23285497?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0

    Rough Transcript: ramy: breaking news that hershey's board has in total rejected mondelez's offer. hershey said it confirmed it received a prillaman a nonbinding indication -- preliminary nonbinding indication of interest from mondelez, but no further discussion off of that. her she's is halted -- hershey's is halted, but last time we checked it was up 15% and on track for the highest

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85. Bloomberg Markets

    Jun 30, 2016 | Bloomberg

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23288339?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0

    Rough Transcript: hershey's has you -- unanimously rejected a takeover bid from mondelez international. craig joins us with more. motivations on mondelez's were primarily geographic? greg: correct. mondelez was set up with a split 2:54 PMfrom kraft to attack emerging markets, and that has not worked out as well as they thought. so mondelez is looking for u.s. exposure. they make 70% of their money overseas, and her she is almost 90% selling in the u.s., so for mondelez this is a chance to sell in the u.s.. vonnie: kit-kat provides a huge chunk of revenue for the company. greg: they control the license to sell kit kat in the u.s., and nestle controls it in the rest of the world. the part of the deal is that, if there is a change of control, nestle could take the license back, and in the past that has complicated takeover rumors. hershey has been mentioned as a takeover in recent months, because they have not done that well. david: the board said they are not interested. what kind of shape is this 2:55 PMcompany and? we talked about how they are getting into beef jerky, expanding out of chocolate, out of candy. greg: u.s. consumers are trying to cut down on sugar, trying to eat healthy. sugar is not good. it's a health bogeyman, and hershey has felt the effects of that. people are trying to eat less of that, and people who each chocolate are trading up to dark chocolate, premium chocolate. so the company is vulnerable to a takeover, but 80% of the voting rights are held by the hershey trust, a charity set up in 1985 by milton hershey, 80%. they say the hershey company board rejected it out of hand. we don't know where the trust was on this. vonnie: shares up 16%. mondelez, shares still up 3.5%. does that indicate that investors still think this will go through, or will they find some thing else? greg: perhaps they will find something else. it is an interesting turn for the ceo of mondelez, with that company going after the emerging markets, and now looks like they are looking back to the u.s. people thought mondelez might be a target. when bill ackman got into the stock they felt 3g might want to buy them and roll into kraft heinz. the ceo

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86. After the Bell

    Jun 30, 2016 | Fox Business

    View Clips Here: http://app.criticalmention.com/app/#clip/view/23303195?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0
    

    Rough Transcript: david: food stocks rallying earlier today as international food giant mondelez announcing the takeover bid for iconic candy maker hershey whose shares soared during today's trade. hershey unanimous rejecting offer of 107 bucks a share 
    

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87. Power Lunch

    Jun 30, 2016 | CNBC

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23287517?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0

    Rough Transcript: this hershey's mondelez story. let's get to david faber at the stock exchange. david? >> you guys were doing it. a very quick rejection to that offer frommondelez that we told you about earlier today. $107 a share in cash and stock confirmed by hershey in a press release that the company put out just moments ago. and they say that the board of directors after receiving input from its outside financial and legal advisers carefully evaluated what they call the indication of interest. it was delivered to the company about a week ago last week. following this review, the board unanimously rejecting that indication of interest, and determined it provided no basis for further discussion between mondelez and the company. this would seem to be clearly focused on price. of course, 107 far below where hershey was trading before it was halted, and even below the highs that it saw today on the 2:33 PMinitial news of a potential offer from mondelez. this may not even get to the trust, which we spent a lot of the day talking about, which has the voting power over hershey and will decide its ultimate fate, if, in fact, the board of directors decided it was worth doing. the board clearly stating it's not interested at this price. the question then will be whether mondelez tries to come back with a price perhaps that will do more than allow them to determine it provides the basis for no further discussion between mondelez and hershey. we'll have more if we get any more insight from themondelez side. but things moving pretty quickly today, of course. when we first learned news of mondelez's approach after months of discussions, its offer, its conditions that it was willing to accept in terms of trying to ameliorate any concerns of the trust should it get that far, and the fact that we've already gotten a rejection. back to you. >> david, i hope you won't mind i ask you to stick around while we bring in and participate as 2:34 PMwe bring in ken goldman at jp morgan. has an overweight rating on mondelez and a neutral rating on hershey. welcome. good to have you with us. you said earlier today in a note that you were intrigued by the idea that the trust had not immediately rejected this bid from mondelez. they still have not rejected it. but maybe they didn't need to because the board did. it sounds like a pretty swift and sweeping rejection. what comes next? >> i think that's the right question to ask. i think the question is, is the rejection by the board part of a ploy to get a higher bid? we've seen that obviously before, across many industries. or is it a return to what we've seen in the past with hershey, which is we're never going to accept a bid from anyone no matter what. >> what do you think? is this the heisman pose here? >> i think it's a little bit different this time. i think that, you know, the tone of their rejection was pretty strident. i'll give them that. but i think it's a little bit different in that the hershey company is not as strong as it once was. and the hershey trust, there are 2:35 PMcertain members that are a little beleaguered right now for lack of a better word. the attorney general is on record saying he wants them to resign. >> so what you're referring to, just to jump in there, is that the pennsylvania a.j. guys had earlier going after three numbers, alleging misuse of trust funds. three other hershey trust members resigned the year before. so maybe mondelez sensed some weakness in the trust. possible? >> it's possible. i also think mondelez may be doing this as a defensive move. we've speculated on this, that kraft owned by partially by 3g, kraft heinz, is interested in buying mondelez next. we know that's a possibility. maybe this is their way of saying no, thank you, let's get bigger and prevent that from happening. >> how important is hershey in your view? >> it's hard to say, melissa. certainly, mondelez wants to get bigger. i think -- and i'm speaking generally here. there's a fear of kraft heinz in 2:36 PMgeneral in the food industry. a lot of companies think well, they've got another year or so, and then they're going to make another move, and they're going to try and do another big deal. by getting bigger, you perhaps make it less likely that you would potentially be their prey. but that said, i think mondelez certainly has been focused on trying to increase its global presence in chocolate. i want to add one thing on the trust. in the press release, hershey makes no mention of having consulted, that is the board of directors, with the trust. there are overlapping directors. i think three of them on the board of hershey and also on the trust. but my understanding of the way this typically would go is while there might be some conversation, you first would have the board say yes or no before you would even get to it. >> david, i'm sorry to interrupt. hershey shares have just reopened. and the strength is still holding in there. it's off of the levels which it was halted. but it is still higher by about 12%. sorry to interrupt, david. >> that's all right, i made my point. >> how high can mondelez go? 2:37 PM>> mondelez or hershey? >>mondelez as a bidder. >> i'm sorry. honestly, given that the multiple that we're getting is about 15 1/2 times, that's not that egregious. we've seen companies like hillshire, which are attractive, but not quite as attractive as hershey, go for more than that. can this bid go up to the 115, 120 level? i wouldn't be shocked. >> guys, if i can quickly ask him. it's been made clear to me that the kit cat licensing agreement with nestle, which would go back to nestle on any change of control, is very valuable. i think mondelez is happy to have people understand that our bid includes the fact that we know we're going lose 10% of the company. does that figure into the numbers you were just going through? >> yes, i should have clarified that. the 15.5 times, that includes the negative impact of losing kitkat. it is a lower multiple. >> is there anyone else who 2:38 PMcould come into this? >> i mean, i don't want to speculate on too many names. i don't want to put anyone in play. but i can tell you what's happened in the past is we've seen in 2002 that nestle made a joint bid for it. so clearly it's a different environment now. nestle is looking more for health and wellness. >> could i speculate? >> please. >> i'll jump in and speculate. why not? david won't do it. ken won't do it. and david, what you said, by the way, is really spectacularly interesting. because you talked about the potentially for kraft to go after mondelez. let's not forget, mondelez was created because it was spun out of kraft. it's like, kick the bird out of the nest. bring the bird back in. but here's the variable. >> come on, brian, it's wall street. you know that. >> the bankers are going to make fees. >> it never sees -- i'm just an easily amazed guy. >> but david, here's the other variable. which is nelson peltz. big activist investor. both him and bill ackman are 2:39 PMheavily invested in mondelez, and nelson peltz i guess a couple years ago was trying to pressure pepsi to buymondelez. so it's not speculation. it's real people, ken. do you see someone like a pepsi potentially coming for mondelez? >> yes, i mean, i wouldn't say pepsi. i think all indications have been that endra has no real desire to do that. if you notice, peltz has pulled out of pepsi. i know you do know that. he's sort of given up on that. i do know that there are many investors i've talked to who are disappointed if mondelez buys hershey, because they're in the stock partially because they thought that they would get as part of their ownership taken out by kraft. so this is not the ideal situation if you're amondelez holder today. >> well, i wonder how it got past nelson peltz then on the board. you assume the board would have to agree to make the bid. >> i mean, the board knows about this. >> if he wants to be bought. 2:40 PM>> they're in the loop about the offer for hershey. >> i wonder how together the mondelez board then would be, because beltz would not be happy about buying hershey. if he wanted to be bought -- >> that's true. >> the board could be fractured a little bit. >> i don't know the answer to that. but certainly by mondelez making the bid, you could come around and make some sort of argument, it makes itself vulnerable. because if a pepsi or somebody else was interested, they'd want to move before it got a lot big we are the acquisition of hershey. right now, the acquisition of hershey looks very much in doubt. forget the trust, which i spent a lot of time talking about, because the board has said we don't think we would even consider discussing it with you. >> so what about that idea, if one of the goals was to have mondelez bought by somebody else. how do you think nelson peltz is feeling about this? er are i wouldn't want to speculate on what he's thinking, other than i know nelson a little bit. nelson has been someone who i think is very shareholder friendly. a very smart investor. i think if he is onboard with this, he sees this as the best opportunity. what i would suggest, though, is that by conversations with not only him, but other ip ves or thes over the years, would suggest that mondelez getting taken out is the best way to create value. >> last quick question for you, ken, and taking a look at mondelez's shares. they're up 4.4% right now. what's your guess as to why people are bidding the stock higher? because the deal for hersheywould be so great for the company? or because it believes that it's making this bid because the company -- there might be somebody actually closer than just waiting in the wings to make an offer for mondelez? >> yeah, that's my speculation. i would agree with that. that you have people maybe circling over mondelez. >> it's closer to happening in terms of a bid for mondelez than it being a possibility? >> that would be a guess, but i would agree with that. >> guys, good discussion.

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88. Fox 43 News at 4pm

    Jun 30, 2016 | WPMT-FOX (Harrisburg, PA)

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23303201?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0

    Rough Transcript: of hershey. but the relationship wasnt meant to last as it's met with rejection. mondelez international made an ofer for hershey--which caused the chocolate company's stock to rise from about 96 dolars a share to 107. fox 43's mark roper joins us live with the latest. we're here at the hershey story museum in downtown hershey. and we spoke with a few financial experts about this latest chapter in the chocolate company's history. an international company known for cadbury chocolates and oreo cookies gets a hershey's kis off in a failed takeover bid for the maker of the great american chocolate bar. ken slaysman/york colege professor of economics: my initial thought about takeovers is they tend to promote more than they deliver joe mahoney /integrity wealth strategies managing principal: hershey is famous for turning it down because hershey has always gone back to, "are we protectin our employees? are we protecting the product? are we protecting the integrity of the hershey company? but the news of a takeover alone was enough to send hershey's stock from about 96 dollars a share to 107 and up. joe mahoney /integrity wealth strategies managing principal: the changing of the guard gets people excited, and it makes the stock go up, with the thought of what the future earnings could be, nothing changed today in the company, but what will it be like in five years, ten years or even thre years some say a hershey's takeover could have been a swet deal--not only for chocolate town usa but central pensylvania as wel. ken slaysman/york

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89. News 12 Connecticut

    Jun 30, 2016 | N12CT (Hartford, CT)

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23291389?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0

    Rough Transcript: now...stock in the hershey company spiked nearly 20 percent today after word of a possible mega merger in the snack world. the wall street journal reports mondelez international, maker of cadbury and nabisco cookies sent a letter to hershey proposing a takeover. the journal reports the new company would maintain the hershey name and be headquartered in pennsylvania.

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90. 69 News at 4:00

    Jun 30, 2016 | WFMZ (Philadelphia, PA)

    View Clip Here:http://app.criticalmention.com/app/#clip/view/23304456?token=b0abcfdb-008f-4e75-a52e-efa7fb347be0

    Rough Transcript:maker. hershey says its board has unanimously rejected a takeover offer from mondelez international. the company is known around the world for its snacks such asabisco.. oreos.. and cadbury chocolates. hershey, of course, is headquartered in pennsylvania. mondelez vowed to protect jobs and keep the hershey name if the companies merged. hershey didn't comment on why it rejected the bid.

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91. Power Lunch

    Jun 30, 2016 | CNBC

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23284286?token=35884075-5916-4af7-bed8-92f32575a8d9

    Rough Transcript: you can see how the markets are playing at this point. thanks, bob. now to a sweet deal in the works. the one big market story, chocolate. mondelezmaking a takeover bid for chocolate giant hershey. mondelez shares, as you can see, are higher even though they're the ones potentially making the bid, and hershey is higher than even the reported asking price that david faber has been telling us, and he's here on the set. >> we should point out that hersheys shoes are halted, news pending, and have been for about the last half-hour. i would expect if hershey does comment, as we're waiting for them, they will perhaps confirm the talks. but not give us much more detail. don't expect too much from them. what we can tell you, though, as 1:04 PMmichelle referenced is the bid that was made by mondelez last week in a letter to her, $107 a share. it was half cash, half stock. it was made after months of discussions between these two companies about a potential acquisition of hershey by mondelez. again, this is all according to people who are familiar with the situation, have been involved, as you might expect in those ongoing discussions. and nonetheless, it remains unclear whether they'll get a deal done. not necessarily just because of the price that they are offering, though some may believe it is low. as michelle referenced, stock price is above, or at least it was before it was halted, above 107, and the expectation perhaps that mondelez will come back with a higher bid at. so point as these negotiations perhaps continue. or that there might be another bidder. but also, you have to remember that hershey is controlled by a trust and owns about 34% of the economics of the company. but most importantly, controlled roughly 80% of the vote. so the trust is everything. if it agrees that this is a deal that it would like to see done, 1:05 PMand the board of directors brings it to the trust and says we approve this deal, then it will get done. if, in fact, the trust says we don't like it, then it won't get done. regardless of what the board of directors of hershey may or may not think. so in order to try to win the approval of the trust, mondelez, as i reported, has made a series of potential concessions. one is they'll change the name of the combined company from mondelez to hershey. a lot of us will just be happy about that. >> awful name. >> two, is that they will keep all the manufacturing jobs that are currently in place in pennsylvania, in place for quite a bit of time, although not clear to me based on the conversations i've had what those commitments look like. and three, they also will headquarter the chocolate business worldwide that will be created here inhershey, pennsylvania. perhaps those will be enough to overcome any worries on the part of the trust. not to mention it will monetize some of the trust stake and give 1:06 PMthem a stake in a far larger company, which they could see as a positive. but that's where this all goes. assuming thehershey board, at least, gets to a place where it feels comfortable with the offer in question. >> certainly all of those concessions have to go back to last time, back in 2002 when they tried to do something, and the community was in an uproar. the attorney general was in an uproar. tyler, you have a question? >> what is the cliff notes version of the history of the trust. who is the beneficiary, and what would happen to it if this deal goes through? in other words, they have right now, as you say, a controlling voting stake in the company. obviously a big economic stake. what happens to it ifmondelez becomes the beneficial owner? >> well, they own roughly 35% of hershey. the trust was set up by milton hershey, of course. his ownership stake in the country. it will be used for disadvantaged children and beyond that. but basically, to help disadvantaged children, many of them in that area. that's been the case for a very long time. 1:07 PMand that will not change. the trust, of course, actually oversees that stake. and they monetize as they need to or get dividends to help them. but they would then sell half of their stake for cash, and they would remain a large shareholder, though not a controlled shareholder any longer, tyler. but the mission of the trust would continue. and it would not be lick quidat in any way. >> going back to the 2002 situation, the trust was interested in diversifying a way. imagine, you've got 2000 disabled children that you're trying to provide for. and you have heavy, heavy reliance on one stock. how good an idea is that? >> exactly. >> it's a terrible idea. they tried to diversify. and i don't know, have we changed enough as a society that now a lot of people recognize that's probably a bad idea? because at the time, nobody wanted to hear it. it was all about keeping jobs, the attorney general, everything else. >> you're exactly right. it was about the attorney general at the time. i think a mr. fisher who came out strongly against the deal, and convinced the trust that 1:08 PMthis was a bad idea. and also, being incorporated in pennsylvania as hersheyis, it's not delaware takeover law we're dealing with here. it's broader considerations, including the community itself as a constituency that you have to consider. i don't know. i don't even know who -- i've got to find out who the a.g. of pennsylvania is. that's job one here. we're going to work on that. maybe get him on the phone, or her on the phone and see what they think. but that's a key point here. because the trust originally and the sale that was already approved by the board to wrigley that you're referring to, the trust was onboard. then changed their recommendation after pressure from the a.g. in pennsylvania. >> yep. this is going to be super interesting. been waiting for this one a long time. >> we have. and overall consolidation in the food industry. mondelez has been under some pressure as well. don't forget -- for a long time, he wanted pepsi to buy mondelez. we'll see if anything follows from all of this. or whether, in fact, we even do get a deal.

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92. Fast Money Halftime Report

    Jun 30, 2016 | CNBC

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23284468?token=35884075-5916-4af7-bed8-92f32575a8d9

    Rough Transcript: mondelez makes an offer to buy hershey. >> the specifics are as follows. $107 a share was the bid that was made last week in a letter to hershey's board of directors. this followed months of conversations between the two companies according to people familiar with the situation. that bid is comprised of half cash and half stock. hershey shares are trading above it. the expectation if they enter and develop these negotiations they will get to a higher price and the possibility would seem i guess on the part of some investors you get somebody else coming in, although that may be a lot more difficult to imagine. nestle would get back its license that it licenses to hershey for kit kat. that is something that mondelez is taking into account in making its bid although there are some out there that would believe that bid is low in nature in 12:16 PMterms of where it ends up. where all this ends up really is in the hands of the trust that controls hershey. 35% of the economics of the company are owned by that trust but more importantly roughly 80% of the vote is controlled by the trust and in the past the trust has acted to stop deals as in 2002 when hershey was considering and its board of directors agreed to be acquired by wrigly do hato have the trus no in part because of pressure brought by the pennsylvania attorney general.mondelez is trying to anticipate those kinds of concerns and as i first reported earlier its offer includes three key provisions. it would change the overall name of the company to hershey, a second is it would head quarter the business in pennsylvania and third it would commit to maintain all manufacturing jobs in pennsylvania as well. 12:17 PMit is its hope that in fact by making those kinds of commitments it can get the trust's attention and perhaps bring it to its side if and when the board of directors brings the deal to the trust. right now though we're dealing with a board of course and what they think of the offer. i would mention there are some board members who also sit on the board of the hershey trust so it is on conceivable there are trustees who know about this deal. we'll take it from here. consolidation overall in this arena has been one that has been rumored for some time. mondelez has been no stranger to that. on its board sits nelson who at one point was hoping mondelez itself might get acquired by pepsi and there's always times out there that a lot of guys seem to be worried about and in this case you're talking about the creation of a worldwide chocolate business. right now mondelez doesn't have a presence in the u.s. cadbury is licensed

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93. Squawk Alley

    Jun 30, 2016 | CNBC

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23284558?token=35884075-5916-4af7-bed8-92f32575a8d9

    Rough Transcript:the first six trading months of the year comes to a close here is the game plan for the second half and kevin of shark tank will tell us where he sees the opportunities of a lifetime and there's a bid for the candy giant hershy. >> hershey was approached last week for $107 a share. still trading about $5 through that offer. th mondelez has come off its high and maybe they'll have to pay up for that company. some big moves today. when we come back some of the biggest winners and losers on the last day of the second quarter.

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94. TWC News All Day

    Jun 30, 2016 | Time Warner Cable (Albany, NY)

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23284540?token=35884075-5916-4af7-bed8-92f32575a8d9

     

    Rough Transcript: in deal news, two of the biggest candy makers could combine. according to the wall street journal, mondelez -- which makes oreos, and cadbury chocolates -- has made a play for hershey. terms have not been disclosed, but hershey is valued at about $24 billion dollars. from the floor of the new york stock

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95. News 8 at Noon

    Jun 30, 2016 | WGAL-NBC (Harrisburg, PA)

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23284526?token=35884075-5916-4af7-bed8-92f32575a8d9

     

    Rough Transcript: jere: several media outlets, including the wall street journal are reporting that mondelez international has made a bid to buy hershey. it would be a blockbuster deal, uniting two of the world's best known candy makers. mondelez makes oreo cookies and cadbury chocolate bars, among a host of other products, and reportedly recently sent a letter to the hershey company proposing the deal. no word on the terms but hershey has a $21 billion dollar market value. mondelez has an even higher value around $69 billion. hershey stock soared today with the news of the possible buyout.hershey stocks are up 14 points. any possible deal would have to be approved by the hershey trust, which has been opposed to selling the company in the past. mondelez would reportedly move its global headquarters to pennsylvania and rename the company hershey. as for local jobs, mondelezis apparently pledging to protect hershey jobs following any merger.

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96. ABC27 News

    Jun 30, 2016 | WHITM-ABC (Harrisburg, PA)

    
    

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23284506?token=35884075-5916-4af7-bed8-92f32575a8d9

    Rough Transcript: we're following breaking news.. and a possible takeover bid for the hershey company. mat heckel.. live in hershey with more.. 12:01 PMmatt. the wall street journal is reporting that modelez international, the maker of oreo cookies and cadbury eggs, recently made a bid to buy hershey company.mondelez recently sent a leter to the company, based here in hershey, which has a market value of about $21 billion, proposing the deal. that deal would hinge on approval by the hershey trust, which holds 8.4% of comon stock in the company, and has 81% of its voting power. as part of this deal,mondelez apparently pledging not only to protect jobs, but also to locate its global chocolate headquarters here in hershey, and rename the companyhershey as well. the markets already reacting to the news. hershey stock, up 18 percent today following this news. we have reached out to thehershey company. we haven't heard back yet, but will keep trying. working for you in hershey, matt heckel, abc 27 news. this morning's breaking news at andrews air force base.. now

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97. CBS This Morning

    Jul 1, 2016 | CBS

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23310747?token=acb253e3-985f-42bc-99d0-b5676516d1e3

    Rough Transcript: r>>> "wall street journal reports on hershey rejecting a huge takeover bid. the snack giant mondelez made a $238 offer building for hersheys and would have created the largest candy maker. hersheys said they provided no basis for further discussion. >> oh, fudge! >> those hershey kisses are really good.

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98. Morning Express With Robin Meade

    Jul 1, 2016 | HLN

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23310528?token=acb253e3-985f-42bc-99d0-b5676516d1e3

    Rough Transcript: hershey's says it is not so, but this was really big news in the food world. you know, this is a huge bid that we're talking about here. hershey board unanimously rejected it though. it would be nearly impossible for mondelez to try a hostile takeover. hershey was built almost more like a fortress so a lot of its inside power is with the miltonhershey trust and not with stockholders but that could have put together several billion dollar brands that maybe you don't know the name mondelez
    

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99. FBN AM

    Jul 1, 2016 | Fox Business

    View Clip Here: http://app.criticalmention.com/app/#clip/view/23310260?token=acb253e3-985f-42bc-99d0-b5676516d1e3

    Rough Transcript: rejected a takeover offer from oreomaker mondelez, from exit cash stock totaling $107 a share. the wall street journal told sources mondelez would take the hershey name, the global headquarters to hershey, pennsylvania, all-time record highs and stock finished
    

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100. FBN AM

     Jul 1, 2016 | Fox Business

     View Clip Here: http://app.criticalmention.com/app/#clip/view/23310255?token=acb253e3-985f-42bc-99d0-b5676516d1e3

     Rough Transcript: hersheysays it has rejected a takeover offer from the oreomaker mondelez. it totals $107 a share valueing the deal at $22 billion. the wall street journal quoted sources who said mondelez said it would take the hershey name and move the global headquarters from new jersey to hershey, pennsylvania. shares
     

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101. BBC Business Live

     Jul 1, 2016 | BBC

     View Clip Here: http://app.criticalmention.com/app/#clip/view/23310251?token=acb253e3-985f-42bc-99d0-b5676516d1e3

     Rough Transcript: us chocolate giant hershey has rejected a $23 billion takeover offer from rival mondelez, the owner of brands including cadburys and oreos. the deal would have created the world's top confectionery company, overtaking the current leader mars. but hershey's controlling shareholder - a charitable trust created by the founder
     

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102. Squawk Box

     Jul 1, 2016 | CNBC

     View Clip Here: http://app.criticalmention.com/app/#clip/view/23310911?token=acb253e3-985f-42bc-99d0-b5676516d1e3

     Rough Transcript: hershey, jim, is like what is an american brand like hershey worth? i can't -- you know, you've been on that kick for a while, if you think about that. >> i love hershey. i remember when they first decided to be more than chocolate and started buying other brands and then moved their factories to less expensive places so that the gross margins went up. it's been a winner and it's worth
     

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103. Nightly Business Report

     Jul 6, 2016 | PBS

     View Clip Here: http://app.criticalmention.com/app/#clip/view/23310216?token=acb253e3-985f-42bc-99d0-b5676516d1e3

     Rough Transcript: >> speaking of hunger, hershey rejects a takeover offer from the maker of oreos. mondelez proposed a tie-up that would bring together popular candy brands to create the world's largest confectioner. shares of both companies soared on the initial report of the bid and they stayed higher after hershey's rejection. david faber tells us what might happen next. >> reporter: enough to make you want to have some hersheys kisses, a day filled with ups and downs. mondelez making a $107 share cash and stock bid for hershey and being soundly rejected later in the day. the hershey board saying it doesn't even see the reason for further discussions given at least that price. this following months of discussions as we reported between the two companies culminating in that offer made last week to hershey's directors by mondelez. what now? well, mondelez thought or at least hoped it would get to the board of directors, perhaps even get their approval and then move on to the all-important hershey trust which controls 80% of the voting shares of hershey. in fact, they made allowances for just that, hoping that by saying we would call the company hershey. we would headquarter our global chocolates business hershey, pennsylvania and not eliminate manufacturing jobs they would get the approval of the trust and so far they have gotten the approval of nothing. the board soundly rejecting that offer and we will see where the mondelez chooses to come back with another offer at this
     

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104. Bloomberg GO

     Jul 5, 2016 | Bloomberg

     View Clip Here: http://app.criticalmention.com/app/#/report/682b5ea1-cea6-4715-89c6-36e7ba80e3f0

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105. Squawk On The Street

     Jul 5, 2016 | CNBC

     View Clip Here: http://app.criticalmention.com/app/#clip/view/23353445?token=417682a5-91e2-4441-b633-eed6be771b23

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106. Squawk on the Street

     Jul 6, 2016 | CNBC

     View Clip Here: http://app.criticalmention.com/app/#clip/view/23379435?token=3aacb50b-124c-4785-b1c5-9b4decea3cc4

     Rough Transcript: those who are wondering if we are going to get any news in terms Mondelez's pursuit of Hershey, you can see the stock at 110 of  course they rejected a one and seven are shared bid, half cash and half stock,  it doesn't appear that Mondelez is yet done, but it is  interesting this silence that's come from the Mondelez camp. It's also from my perspective, is trying to really understand the relationship between the board of the directors of Hershey and the ten person Trust that runs the Hershey Trust. They have differing objectives of course in terms of what they do with their relationship which has been dysfunctional in the past could end up being a key hear if Mondelez does keep trying.
     

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