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Minority shareholders of Cadbury India expect better payout

Minority shareholders of Cadbury India expect better payout

Mumbai: Kraft Foods Inc.’s buy-out of Cadbury Plc has raised the hopes of a rich payout for around 8,000 shareholders of the latter’s Indian subsidiary who have been holding on to their shares despite repeated attempts by the firm, now unlisted in India, to buy them out.

Around 80 of the shareholders have filed a petition in the Mumbai high court opposing the current buy-back offer (at Rs1,340 a share) made in November. The next hearing of the case is set for 15 February.

The 8,000 shareholders, who together hold 2.43% of Cadbury India Ltd, have continued to hold on to the shares, although the firm delisted from the bourses in early 2003 after a buy-back by its UK parent. These shareholders have since rejected four other buy-back offers, at Rs750, Rs815, Rs980 and Rs1,030 a share, in that order. The UK parent holds the remaining stake in the Indian firm. Since late 2002, it has bought back 46.58% of the Indian firm’s equity. In most buy-back transactions, there is usually a small group of shareholders that holds back—hoping for a payoff later on.

Kraft’s purchase of Cadbury, for about $19.5 billion (Rs91,260 crore) has further whetted the appetite of the shareholders.

“If Kraft has given them so much money, we should also get some of it after holding the stock for 15-20 years," said Devinder Kalra, who lives in Panipat, Haryana, and owns 1,000 shares.

The Cadbury shareholders, who are being backed by the Investors Grievances Forum (IGF), a voluntary body of investors that is recognized as a legitimate body by capital markets regulator Securities and Exchange Board of India, say that they cannot be forced to sell just because the company has a majority.

A Cadbury spokesperson declined to comment on minority shareholders because “the matter is currently in court and sub judice". “The Indian matter and the global bid is unrelated."

A US-based spokesperson for Kraft declined to answer specific questions regarding minority shareholders in Cadbury India.

Hinesh Doshi, a chartered accountant and vice-president of IGF, said the shareholders “just want to be a part of the company", but conceded that some shareholders may be also looking at a higher value to exit.

Kishore L. Makhija, who holds 525 shares and first invested 20 years ago, when the firm was called Hindustan Cocoa Products Ltd, said he “expects the value of the shares to rise further".

However, the impasse is unlikely to last, said Gautam Chand, Instanex Capital Consultants Pvt Ltd. “Unlisted companies are not covered by takeover law, so Cadbury’s global acquirer is not required to make an open offer." He added that since the firm has total control over the shares, minority shareholders have no option but to sell.

Indian shareholders want the valuation to be done by an independent consultant. The current offer is based on a suggestion by consultants Bansi S Mehta and Co. and SSPA and Co., both hired by the firm.

N. Sundaresha Subramanian contributed to this story.

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