CorpComms Magazine

It was my teenage son who told me that the company I had just joined was fighting for its existence. 'Dad,' he asked laconically last September, 'is £10.2 billion a fair price for Cadbury?'

Good question son, I thought as I choked on my cornflakes. So good, in fact, that it came to dominate the next six months of my life, along with that of countless executives, advisers and bankers on both sides of a battle that ranks alongside Sir Philip Green's abortive bid for Marks & Spencer as one of the classics of British corporate history.

But if the victors write history then why am I, the recently departed head of Cadbury's global financial communications, the one to tell this story? Some would say that, in PR, you need to get your defence in first. But, perhaps more importantly - and as much as I would have given for Cadbury to have remained independent - we didn't actually lose.

What follows is just a sketch of how we fought the media battle, but there's one absolutely vital point to make from the start. We fought as a team. The internal communications, investor relations, legal, financial and other functions all put in a stupendous effort and it would be utterly wrong for me to focus on media relations - as I, of course, will in this context - without first paying full tribute to colleagues too numerous and modest to mention.

It's the value, stupid

First, let's disabuse ourselves of a couple of myths. Roger Carr, the polished and resolute chairman of Cadbury, made the point early on in the campaign that 'Cadbury was not for sale' - a simple observation that Cadbury had no need of a new owner and management had never sought one.

But in another sense, Cadbury was up for sale from the moment it listed on the stock market. That's the whole point of a flotation - you sell yourself to raise capital and to open the door to future sources of funding. Everything has its price; especially publicly quoted companies. This fundamental fact changes everything; not least our defence strategy.

At the time of writing there is a group of football fan City types who want to buy their beloved Manchester United from owners, the Glazer family. Looking at the pedigree of these 'Red Knights' you would say they had a chance. Or at least they would, if the Glazers were minded to sell. Now, that would seem likely if the price is right, but nobody can force a sale.

In the case of Cadbury, the fight was never about independence at all costs - not even for chief executive Todd Stitzer, an extraordinary man with a bottomless passion for Cadbury and its values. How could it be? The board's fiduciary duty is to its shareholders. If Kraft offered enough, then the board would recommend the offer. Anything else would be irresponsible and, quite possibly, illegal.

This is not to say that pretty much everyone on the defence team - Cadbury, Finsbury, all the bankers and lawyers - did not sincerely hope that the outcome would be continued independence. But it was value that framed the argument. It's all about the money.

So this was the absolutely fundamental consideration in formulating our defence messages. Some senior City editors saw our stance as a lack of resolve or commitment, while others - more naïvely still - exhorted Cadbury to wrap itself in the flag and make an open plea to government to protect this wonderful British institution from nasty foreigners.

Leaving aside Lord Mandelson's belated and impotent mutterings about British jobs, a nationalistic defence was never an option. You can't blame the UK press for being focused on their home turf, but one of the fantastic things about the Cadbury motherbrand is that it is truly global - consumers regard it as 'their' brand, wherever they are. So if you adopt the Union Flag as your coat of arms you risk losing the Australian vote, the Indian vote, the South African vote or, to put it another way, consumer loyalty. The company may be saved but the local soul is lost.

In one sense, the strategy was simple. Fight the value argument for shareholders, which may lead to continued independence. And 'value' could mean several things - the potential for Cadbury to deliver growth and returns to shareholders; the value (or lack of value) in Kraft's bid, including its own underperforming stock, which made up a sizeable part of the offer; and the incremental value Cadbury could offer as a standalone pure-play confectioner. It could even mean the values of principled capitalism that govern Cadbury to this day.

Attack, attack, attack

This meant going on the offensive. PR is never a game for shrinking violets, and this is never more true than when fighting for something you really care about. To quote the words of General George Patten printed on a small placard in Todd's office: Nobody ever defended anything successfully, there is only attack and attack and attack some more.

One huge advantage we had was that we didn't have to fight for coverage. This story had the lot - high finance, corporate intrigue, consumer interest and national pride - all in a generally ill-tempered ding dong that left each and every professional journalist absolutely salivating.

In one sense all we had to do was roll with it. If ever there was a case of making your friends before you needed them, this was it. On the infrequent occasions that we weren't taking incoming calls we were proactively on the line to our media pals What are you hearing? What's your take on..? Did you notice that..?

This was war; we unashamedly enlisted Cadbury's excellent reputation and levels of trust in the media to fight our cause. Perhaps because it was (and remains) a relatively unknown quantity in the UK, Kraft appeared to have adopted a strategy of disengagement. Often reporters came to us for basic information on issues like the offer timetable that they should have been getting from the other side. It looked as if Kraft's canny advisers Brunswick were being kept on a tight leash.

Take, for example, the unprecedented announcement from Kraft's largest shareholder Warren Buffett that he would not support its intention to issue new stock to fund the deal. This might have been a complex tactical ploy, but in the absence of any comment from Kraft it was easy to point journalists towards the notion that it was a slap in the face for chief executive Irene Rosenfeld.

We tried to create as much headwind for Kraft as possible. Roger Carr took a very active role. As a skilled rhetorician he composed many of the definitive

soundbites of the campaign, including the oft repeated phrases that Kraft's offer was derisory and that the bidder was a slow-growth conglomerate. Nothing they did should remain unchallenged, no aspect of their own performance unquestioned.

Choose your friends

It wasn't all easy, of course. Perhaps the hardest task was explaining to consumer-focused reporters that we weren't going to field executives for interview at every request. One nameless national television producer became increasingly aggressive as his frequent demands were turned down, questioning our strategy and even hinting that our silence would force him into 'pissing into the tent'. This wasn't journalistic ethics but he was also just plain

wrong. Nobody is keener to look after its consumers than Cadbury, but this war wasn't about them.

When Marks & Spencer's Sir Stuart Rose fought off Sir Philip Green, more than 25 per cent of his shareholders were retail investors, and this fact was effectively used in the defence. The corresponding figure for Cadbury was in single digits; mom and pop shareholders were never going to decide this particular battle. Consequently, the business media were given absolute priority over all other channels. Those interviews we did give appeared in the Financial Times, the Wall Street Journal or on the business pages of the Sunday papers, whose influence, although diminished, should never be overlooked.

The business newswires were also favoured. Although they frequently vented their frustration at not being given the top executives to interview they were fed a good deal of exclusive information and kept regularly briefed.

We were also very conscious of the American audience, a constituency far less familiar with the Cadbury story. For historical reasons, Cadbury had a very significant shareholder base in America - a fact which some would say contributed to its ultimate loss of independence. Conscious of this, we made sure to look after the key titles and I travelled to New York on three separate occasions during the campaign to brief reporters and to accompany Todd and Roger in interviews and briefings.

What might have been...

One mistake that we studiously avoided was any attempt to convert our strategy into a series of pre-ordained tactical interventions. As much as we all like to plot and plan - mainly to allow us the illusion that we are controlling the future - a media campaign rarely works like that, and a defence campaign even less so. You have to react to what is out there; denying yourself the flexibility to do that is a huge handicap - and really a sin of pride.

Of course we held our set pieces: the City editors' dinner, our media parties, our trips to Bournville and Mumbai, but the core of the campaign was formulating the day's messages early - and then busting a gut to deliver on them for the next day's papers.

But even as we fought the campaign was never personal, at least from our perspective. Any attacks on Kraft were made on performance, not on personalities.

Would it have remained so? Perhaps not. We were no angels and, had Kraft not come up with its last-minute, decisive offer, we were prepared to launch a campaign of total media warfare. If its approach had remained hostile - giving shareholders just two weeks to make up their minds - we had an all-out offensive planned, encompassing social media, the red tops, roadshows, wall-to-wall broadcasts and even the odd battle bus. There is a part of me that wishes we'd had the chance to press the button. It would have been fun, however little it might have influenced the outcome.

As it was, we had to content ourselves with delivering about £1.6 billion in incremental value to shareholders - the amount by which Kraft upped the ante during the campaign to a level the board literally could not refuse. We'll never know how much, if any, of that increase is attributable to the fight we put up in the media. But I'm proud of what we did as a team.

The Main Players

Cadbury

• Alex Cole, global corporate affairs director
• Trevor Datson, head of global financial communications
• Maria Darby-Walker, special adviser
• Robert Morgan, media manager

Acting for Cadbury

• Finsbury and Finsbury US
• Blue Rubicon
• Windrush Communications
• Investor Dynamics
• Mandate

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