Splitting the difference

Buffett: Kraft Foods and Cadbury may have agreed on the takeover of the UK chocolatier by the U.S. food conglomerate. But leading investors in both firms are still at loggerheads over the acquired company's value.

Kraft's largest shareholder, Warren Buffett, panned the acquisition in an interview with CNBC, describing it as "a bad deal." The sage of Omaha no longer has the chance to vote against the takeover, but is nonetheless keen for his opposition to be recorded in the court of public opinion. Meanwhile, UK insurer Legal & General said the price was too low, failing to "reflect the long-term value of the company".

Most Cadbury shareholders will go along with the two boards and back the deal, which values the company at 13 times Cadbury's 2009 EBITDA. And few Kraft shareholders seem to feel as strongly as Buffett. But neither the widespread acceptance nor the symmetrical complaints mean that the deal is actually a good one.

In theory, the truth will be known in a few years. But once Cadbury is merged into the Kraft empire, it won't be possible to track its assets -- or to know how the company would have fared on its own. But the hurdle for Kraft is high. It has to recoup a 50 percent premium of what the market previously thought Cadbury was worth, not to mention earning enough to cover the high fees and the inevitable costs of the disruptions that come with a change of control.

Sometimes it's clear that a big merger doesn't work -- think of Time Warner's disastrous 2000 combination with AOL. Kraft and Cadbury are close enough in style and business that a failure of that sort is not likely. But most academic studies of mergers show that fully valued acquisitions usually don't create value for the shareholders of the acquiring company.

If that history is to be trusted, the sage of Omaha is more likely to be right than the hearty defenders at Legal & General.