By Andrew Cleary
Nov. 20 (Bloomberg) -- Roger Carr, Cadbury Plc’s chairman, once thwarted Goldman Sachs Group Inc., then led by former Treasury Secretary Henry Paulson, from bidding for pub chain Mitchells & Butlers Plc in 2006.
Before that, the 62-year-old veteran of three decades of U.K. dealmaking persuaded Germany’s RWE AG to pay more than four times revenue for Thames Water Plc, which Carr chaired at the time. RWE later sold the utility for half the purchase price.
Carr is helping Cadbury Chief Executive Officer Todd Stitzer fight a 10.3 billion-pound ($17.1 billion) hostile approach from Kraft Foods Inc., which he labeled “derisory,” while potential rival bidders including Ferrero SpA and Hershey Co. declare their interest. Named chairman last year after the maker of Dairy Milk spun off its soft drinks, leaving Cadbury vulnerable to larger acquirers, Carr built his name at Williams Plc during the deal-making frenzy of the 1980s as Margaret Thatcher’s government deregulated British industry.
“You get pretty short shrift from Roger if you’re trying to get something on the cheap,” said Guy Dawson, the former head of European investment banking at Merrill Lynch & Co., who faced off against Carr when he advised RWE on its 9.8 billion- pound Thames Water purchase in 2000. “He’s been very disciplined on price from both sides of a deal.”
Dawson, who now runs a corporate-finance advisory firm called Tricorn Partners, previously met Carr advising Williams on acquisitions and divestments. Cadbury said Carr would be focused on preparing the defense against Kraft Chief Executive Officer Irene Rosenfeld, and wouldn’t comment for this story.
RWE, Germany’s second-largest utility, paid a “hefty price,” said Nomura International Plc analyst John Musk. “The premium was about as high as you get in this sector.”
Williams, M&B
Six years later, RWE sold Thames Water to investors led by Australia’s Macquarie Group Ltd. for 4.8 billion pounds.
After building Williams into the world’s largest fire- protection and security company through acquisitions in the 1990s, Carr, then CEO, championed its 2000 split into Chubb Plc and Kidde Plc to stem a decline in profit and regain investor interest. Both companies were later bought, though not before investors saw their Williams shares slump during the upheaval. Both former units are now owned by United Technologies Corp.
Investors may criticize Carr for spurning the Goldman-led 4.6 billion-pound bid for Mitchells & Butlers in 2006 when he chaired the pub chain. M&B is now worth about 1 billion pounds after a hedging agreement linked to the company’s property, proposed by investor Robert Tchenguiz, went wrong and another bid for the pub owner was withdrawn in the credit crunch.
Paulson Talks
“With hindsight, rejecting the Goldman-Tchenguiz approach wasn’t the best outcome for shareholders,” said Mark Brumby, an analyst at Astaire Group Plc in London who covered the deal. “It’s a long haul now until they’ll see that price again. Carr is considered amongst the great and the good, but M&B is probably not his finest hour.”
Carr held private talks with Paulson and told him the bank had to choose between its role as an adviser to Mitchells or being an acquirer, as it could not work as both, according to a person familiar with the situation. E-mails seeking comment from Paulson weren’t immediately returned.
Carr, a west London resident who has raised funds for London’s Royal College of Music, doesn’t share the Oxford or Cambridge educations common among leaders of Britain’s FTSE 100 Index of large companies. An only child, he abandoned plans to go to university after the death of his father, who ran a Ford Motor Co. distributor in the central English city of Nottingham.
Nottingham, Bank of England
Joining locally based pharmacy chain Boots as a computer programmer, he was later hired by Honeywell International Inc., which sent him to study business at Nottingham Polytechnic University. He rose in the ranks at Williams after it bought out Ley’s, another former employer.
As chairman of Centrica Plc since 2004, Carr has overseen 32 purchases, culminating in a $1.5 billion, five-month hostile takeover of energy explorer Venture Production Plc this year. In that deal, he stuck to his initial offer against shareholders who wanted more cash. Carr also advises KKR & Co., which bought his teenage employer Alliance Boots for about $22 billion.
“I would be very happy if Roger was at the helm in either a sale or an acquisition,” said Helen Alexander, a Centrica director and president of the Confederation of British Industry in London. “You notice how tough and determined he is.”
Outside the boardroom, Carr has been involved with the Bank of England through a state bailout of Royal Bank of Scotland Group Plc, the worst recession since the 1930s and quantitative easing amid record-low interest rates.
‘Cool-Headed’
Since 2007, Carr has been one of 12 members of the Court of Directors, who aim to maintain financial stability and oversee, though not set, monetary policy. He was “cool-headed” under pressure, and “learned a lot from the calm analysis” of BoE Governor Mervyn King, said former Court colleague John Parker.
“These were pretty eerie times that called for a cool head in tough decisions,” said Parker, the chairman of Anglo American Plc, who left the Bank in May. “He weighs things up very carefully before he positions himself and opens his mouth. I never saw Roger ruffled. He doesn’t shoot from the hip.”
Kraft’s Rosenfeld has said she won’t overpay for Cadbury. On Nov. 9, Kraft repeated its original bid from two months previously, now almost 10 percent below the current price.
“They won’t get a cheap deal out of Roger,” said Parker. “He will stand by the company and defend it unless there is a compelling offer on the table.”
Carr’s deal experience “would have been an important tick in the box” when he was hired after the spinoff of Dr Pepper Snapple Group Inc., said Panmure Gordon Ltd.’s Graham Jones.
“Stitzer isn’t stupid,” the London-based analyst said. “He must have been aware that the demerger increased the risk of a bid for Cadbury. Stitzer has been the one driving strategy. But now Carr’s deal expertise really comes into its own.”
To contact the reporter on this story: Andrew Cleary in London at acleary7@bloomberg.net.
Last Updated: November 20, 2009 06:53 EST
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