Kraft Foods, Cadbury agree $19.5 bln deal

a personal message to kraft... whatever you do, please do not mess with the caramello bar.

now for the news (hold on to your seats):


By JANE WARDELL and ROBERT BARR, Associated Press Writers Jane Wardell And Robert Barr, Associated Press Writers 28 mins ago

LONDON – After months of fierce resistance, Cadbury's about-face to accept a sweetened 11.5 billion pound ($19.5 billion) takeover from Kraft Foods Inc. — forming the world's biggest candy company — has alarmed British unions, lawmakers and chocolate lovers.

With Cadbury shareholders expected to agree to the deal and a rival bid from The Hershey Co. looking less likely, opponents fear the U.S. multinational's impact on one of Britain's oldest and best-loved brands.

Just days after Cadbury declared its suitor a "low growth" company with a "long history of underperformance," the British maker of Dairy Milk chocolates and Dentyne gum capitulated to a raised bid of 840 pence ($13.78) per share.

The deal, comprising 500 pence cash and 0.1874 new Kraft shares for each Cadbury share, is a 9 percent premium to its previous 770 pence offer and 50 percent higher than Cadbury's market value before Kraft, based in Northfield, Illinois, went public with its approach in September.

Cadbury stock was trading just under that level, at 836.5 pence, up 3.6 percent, in Tuesday afternoon trade. Shares in Kraft, the maker of Toblerone chocoloate, Velveeta processed cheese and Oreo cookies, were down 2.5 percent at $28.85.

The combination of the pair would create the world's biggest confectionary company, replacing Mars Inc., and Kraft CEO Irene Rosenfeld said the deal provides "both immediate value certainty and upside potential" as she tried to appease concerns about the loss of Cadbury's iconic status.

The company's roots go back to the grocery store opened in 1824 by John Cadbury in Birmingham, central England. A Quaker, Cadbury believed cocoa and drinking chocolate were healthy alternatives to alcohol, considered to add to the miseries of the working class.

The popular Dairy Milk bars were launched in 1905 as a challenge to dominant Swiss chocolate makers.

"We have great respect for Cadbury's brands, heritage and people," Rosenfeld said. "We believe they will thrive as part of Kraft Foods."

But unions are worried there were no clear guarantees from Kraft that it won't switch manufacturing of some of the 186-year-old company's chocolates to eastern Europe, sacrificing thousands of British jobs.

"This is a very sad day for U.K. manufacturing. A successful, iconic, independent U.K. brand will now be owned by a giant company with massive debt," said Jennie Formby of the Unite union, which had campaigned against Kraft's offer.

"We have very real fears about how Kraft will repay its debt, particularly as it has ratcheted it up still further in order to purchase Cadbury," she added.

Four Labour Party lawmakers, whose electorates cover two key factories in Britain's manufacturing heartland, said in a joint statement they were worried "about the kind of future that Cadbury's would have as part of this giant multinational whose corporate priorities are decided a long way away from the West Midlands."

The deal, one of the largest transnational takeovers since the credit crunch, is further sign that food companies are seeking to gain scale by combining, after Mars bought William Wrigley Jr. Co. in 2008 for $23 billion.

A Kraft-Cadbury combination will create a portfolio with more than 40 confectionary brands, each with annual sales in excess of $100 million.

Kraft, attracted by Cadbury's extensive reach in lucrative emerging markets, sidestepped concerns from its own major shareholders by reducing the share portion of the deal below 20 percent — negating the need for it to be approved by shareholders.

Billionaire investor Warren Buffett, whose Berkshire Hathaway is Kraft's biggest shareholder, voted against Kraft's proposal earlier this month to issue more shares to fund the takeover bid. Kraft made the proposal after raising the cash portion of its offer by selling its North America pizza business to Nestle for $3.7 billion.

Under the revised offer, Kraft will issue 265 million new shares representing approximately 18 percent of the existing issued share capital and 15 percent of the company's enlarged issued share capital.

There was surprise at the overnight change in tune from Cadbury Chairman Roger Carr, who had led a spirited defense against Kraft, talking up the British company's standalone strengths, over the past four months.

The man who earlier this week said Rosenfeld's shareholders had been forced to deal with "repeated disappointment from a management team who have promised much and delivered less," told his own shareholders on Tuesday that the revised deal "represents good value."

"Although we always considered that 850 pence could be enough to win shareholder support we have to admit surprise at how meekly Cadbury has apparently acquiesced," said Jeremy Batstone-Carr, analyst at Charles Stanley & Co.

Only last week, Batstone-Carr added, the Cadbury chairman "had confidently predicted that the company's share price could be over 10 pounds (1,000 pence) in due course."

Analysts said it was likely that Cadbury shareholders would follow Carr's advice, despite earlier suggestions that they'd hold out for a higher offer.

David Cumming, head of U.K. equities at Cadbury shareholder Standard Life, had said Monday that Kraft needed to aim above 900 pence to secure support from long-term shareholders. But on Tuesday, he signaled the fight was over.

"I probably won't go against the view of Cadbury's management," he told the BBC. "Kraft are getting a good deal. It's sad that Cadbury is gone, but business is business."

The U.K. Takeover Panel has set a deadline of Feb. 2 for acceptances.

There was also declining speculation about a rival offer after Ferrero and Nestle dropped out of the race, leaving just The Hershey Co. as a contender to meet a British regulatory deadline of 7 a.m. (0200 GMT) Monday to make a bid.

"The likelihood of Hershey throwing its hat into the ring looks remote, given the required level of debt which the group would have to support," said Keith Bowman, Equity Analyst at Hargreaves Lansdown Stockbrokers.

Kraft said it did not plan full dual listings for the combined company in New York and London, but it would retain a secondary listing for British investors to trade their shares in Europe.

vosges: promotional discount

stodgy fruit cake or vacuous gift baskets for the holidays? just say no...

send chocolate!

vosges is making the season easier on your pocketbook with their online discount code good between december 1 and december 31. use code BLGF09 when checking out for a 10 percent discount. www.vosgeschocolate.com

don't forget to add peanut butter bonbons in your cart for your self...

lamar's donuts: chocolate fluff filled

on a trip to kansas city we hit lamar's donuts. these handcrafted works of art are not for the weak at heart (or those with weak hearts). lamar's chocolate iced bar chocolate fluff filled is one delectable sinker that can turn into serious addiction - - - just be careful of the subsequent rapid palpitations.

after your 800 calorie indulgence, use the rest of your daily calorie intake at jack stack's bbq (my favorite in town).

amano: guayas

the pink palace, 1930's.

just outside the lawns of the beverly hills hotel, you take the path that leads to the polo lounge. passing by bungalow number four, you discretely nod to gable and lombard.

you arrive at the watering hole and find it filled with scents of musk, cigar, rye, and celebrity... having just returned from his polo match, you overhear will rogers humoring fairbanks and tracy stating "all i know is just what i read in the papers, and that's an alibi for my ignorance".

the bartender knows your drink and gives a stiff pour. a reserved booth with a shiny black box of chocolate on the table awaits. you sit, sip, then open the box. immediately after your first bite of chocolate, you are overwhelmed with chocolate transcendence that encompasses the feel and aromas of the room.

this bar is luxury, lust, and a must.

sifers: valomilk

this midwest treat is gooey goodness and perfect for the snobs who can let loose once in a while.

we were in a drug store in kansas city and i picked up this marshmallow cup and immediately fell in love with the valomilk goodness and charm. i wanted to know more, so we drove to merriam, kansas to see russell sifers managing his family owned and operated candy company (now into it's fifth generation).

the family started making candy in 1903. in those early years, russell’s great grandfather (samuel mitchell sifers) made bulk penny hard candy, hand rolled boxed chocolates, and made some of the first nickel candy bars in the midwest (old king tut, subway sadie, ozark ridge, rough neck, jersey cow, fumbles, snow cup and the kc bar).

russell’s grandfather, harry sifers, was always looking for new ideas for candy so they dipped scoops of their runny marshmallow into chocolate cups. messy but delicious and a simple taste of heaven! they began making the new candy calling it valomilk dips and sold them for 5 cents in 1931.

the name valomilk dip came from: v for real vanilla, alo from marshmallow, milk to describe it as creamy and dip because it was hand dipped (hand made). the name for “the original flowing center candy cup” was later shortened to valomilk. the original valomilk dips were two ounces in one large cup. today valomilks are still two ounces, but now it is in a package of two cups.

during world war II when ingredients were rationed, they had someone flying around the country in an open cockpit plane searching for ingredients. they made candy with what they could find. because of the scarcity of chocolate (a lot went over seas to the troops) they had to stop making our boxed chocolates. what chocolate they could get went into making valomilks.

in 1981 the factory was shut down and russell left the business. after half a century, valomilks ended! but, in 1985 russell acquired his great grandfather’s original copper kettles and other equipment and put the factory back together in merriam, ks. valomilks returned to the stores in kansas city in 1987. today, russell's son dave is the fifth generation to make valomilks. they still make valomilks the way candy used to be made – by hand, one batch at a time with the original family recipe along with much of the original equipment. the process is slow and difficult but the results are truly old fashioned, hand made quality you can taste.

russell warned us about crossing the rockies with our box of valomilks since they burst at high altitude. it was worth it... we only lost a couple to our flight back home.

los angeles chocolate salon october 11: giveaway winners announced!!!

congratulations to eric and and roxanna on winning tickets to the chocolate salon! see you there!

los angeles chocolate salon october 11: giveaway!!!

i am excited to check out some new chocolatiers and some old favorites (including amano, jade, and valerie) at the los angeles chocolate salon.

win some tickets to the salon so you can be your own snob!
just click here to send an email, by october 2, and two winners will be picked at random. good luck!

here are some more details:

the third annual los angeles luxury chocolate salon participants include over 35 chocolatiers, confectioners, wineries and other culinary artisans, such as: choclatique, happy chocolates, rushburn toffee co., the tea room chocolate, quady winery, chocolatl, jade chocolates, san francisco toffee company, cj’s bitz and cj’s stix, marti chocolatt, alter eco fair trade chocolate, artisan cocoa / amella caramels, af-squared chocolatiers, clarine’s florentines, helen grace chocolates, mignon chocolate, tcho, amano artisan chocolate, landrin, sterling confections, chocoveda, republica del cacao, dove chocolate discoveries, valerie confections, plush puff gourmet marshmallows, the chocolate traveler, ococoa chocolates, tifa chocolate, sweet beauty organic chocolate spa, xocai chocolate, zhena’s gypsy tea, xt patisserie, farm fresh to you, original beans, vermeer dutch chocolate cream, blue angel vodka, le creuset, swissmar, putumayo world music, chocolate television, tastetv, yelp, california school of culinary arts - le cordon bleu programs, edible los angeles magazine, and many more. all this in 16,000 square feet, over twice the delicious tasting space as 2008

milka: luflée

this is a very, very sweet milt chocolate with an air of cinammon. it is not bad for a novelty chocolate and for someone who is not a snob. the bar comes close to the aero bar which always brings fond memories of my youth.

alpine village: german acrobats and chocolate

a little road trip to the queen mary today ended up with an accidental diversion to alpine village in torrance. it is definitely an "only in LA" wonder: there is an old fashioned meat counter where you can buy homemade sausage; their sunday german champagne brunch buffet is straight from the 60s; the ratio of socks in birkenstocks to vans is unusually high south of berkeley; entertainment is provided by cherub cheeked german octogenarians doing acrobats with flowers in their hair;

photo credit: james paris
and, you can find an amazing selection of chocolates at unusually low prices - - - heilemann chocolates are just 1.25!!!!!!!!

alpine village may not still look like the pictured vintage postcard but you must make the trip if you are a fan of camp and excellent prices on chocolate.

note: don't forget to put on your lederhosen... this years oktoberfest will be held September 12th, 2009 thru October 25th, 2009. www.alpinevillage.net

surfas: republica del cacao event

surfas los angeles will be hosting "republica del cacao chocolate magic demo" for free on Saturday, August 29, 2009 from 12pm - 2pm.

...join us in the test kitchen at surfas as we welcome master pastry chef and chocolatier jean-marc viallet. using republica del cacao chocolate, chef viallet will reveal the magic of working with this often tricky substance. for many home bakers, chocolate can be as fickle as it is delicious. for professional chefs, they can experience the challenges daily; “one drop of water and the chocolate is dead” says viallet.

on the menu:

-chocolate cookies with single origin chocolate drops, from ecuador
-cookie sandwich with 75% los rios
-truffle lavender with 75% los rios
-financier
-gelato chocolate

surfas contact info

max brenner: milk chocolate cubes filled with orange peel praline cream and caramelized pecan bits

down under and searching for chocolate. max brenner has the most adorable packaging and his store is gorgeous. "chocolate by the bald man" (discretely stated on the package, in the store, on the mugs...) is a delightful treat. it reminds me of gianduia with lovely little orange teases - - - the carmelized pecan bits have a great crackle.

surfas: republica del cacao chocolate magic demo

here is a free event at surfas if you are in town from 12pm - 2pm on saturday, august 1

republica del cacao chocolate magic demo: join us in the test kitchen at surfas as we welcome master pastry chef and chocolatier jean-marc viallet. using republica del cacao chocolate, chef viallet will reveal the magic of working with this often tricky substance. for many home bakers, chocolate can be as fickle as it is delicious. for professional chefs, they can experience the challenges daily; “one drop of water and the chocolate is dead” says viallet.

on the menu:

-chocolate macaroon with honey ganache
-chocolate profiterolles with chocolate ice cream
-chocolate sauce and tea and chocolate truffles

of course, you will get plenty to taste as well!

surfas - 8777 washington blvd - culver city, ca 90232-2346

julie & julia: the movie & recipe

i absolutely loved watching every moment of julie & julia (in theatres august 7). it was so beautiful to see the bustling parisian markets, the exuberant julia, and her darling husband, paul. i just wanted more julia child! let's hope the execs decide to make a complete bio... and use meryl again.

after a miserable workday, julie (our other main character - present day) passes a boutique scharffenberger and decides to make a spontaneous chocolate cream pie with a graham cracker crust. she then challenges herself to a one year goal of completing every recipe from julia child's mastering the art of french cooking. in one of her accomplishments, she advances to make julia's lightly underbaked chocolate and almond cake... reina de saba.

here is the recipe for reina de saba out of mastering the art of french cooking - just click on the picture below and it will expand...


(this is a reprint from bon appetit and it seems that they just left off the slivered almonds on the side of the cake - feel free to add them)

co co sala: chocolate and bubbles

book me on a flight and take me to dc. co co sala is having happy hour monday thru friday from 4-7. this is an exquisite chocolate lounge and i highly recommend it to any connoisseur. we always saved room for dessert just to go back to co co sala. martha w. would approve.

muzzi: latte e menta

you are sailing in your borrowed yacht along cape race in newfoundland. you are reenacting the music video "my heart goes on" by celine dion. at the forecastle, your arms are outstretched and you pull out a latte e menta. it is refreshing, minty, and quite an elegant piece of chocolate... well worth venturing into the milk territory. just promise to never let go.

how to make the perfect smore in a woodfire beehive oven

here is my divine recipe for the perfect smore using chocovic maragda chocolate. enjoy!

if you cannot see the video, please click here:
http://www.youtube.com/watch?v=PJTY7J6WZNE

q &bull bel: dark chocolate crispie rice wafer bar

post one of six.

the dark chocolate wafer bar is wonderfully crispy and it is coated in belgian dark chocolate. there are two bars to a pack and it is just impossible to save one for later. this is a perfect dark, crispy, flaky bar.

the founder created the chocolate bar company, promoting no chemicals and artificial ingredients, for his children. the founder is also a romantic and named it after his wife isabel.

there is no doubt that the quality is top notch and you can taste the love put into this product.

american heritage chocolate: chocolate stick

you are an observer at the american philosophical society and become startled by a touch to the shoulder. ben franklin whispers in your ear... who knew the man could be so naughty? you excuse his behavior... after all, he worked hard on getting rid of the stamp act (the british tried to solve their national debt by taxing the u.s. on all printed matter).

ben kindly invites you for a constitutional after the meeting - - - he somehow is too intriguing to deny. as you stroll the cobbled streets, he reaches into his pockets and offers a chocolate stick. you raise one eyebrow, nod to him, and then gently glide it into your mouth. aromas of cinnamon, anise, nutmeg, pepper, and orange mystify you. this is the chocolate of colonial america. he winks and states, "you know, i managed to secure six pounds of chocolate for every officer for the french and indian war". this is a man after your own heart. you fall in love.

please visit www.americanheritagechocolate.com for colonial chocolate history.

surfas: chocolate tempering 101

if you are in LA, here is an excellent way to get your tempering skills down for free...

chocolate tempering 101: the perfect introduction to the world of chocolateering! learn chocolate basics from tasting, percentages and tempering to infusing ganaches and making truffles and nut clusters. during the demo chef tina martinez will be prepare delicious mint truffles, cappucino filled truffles and pecan nut clusters while sharing chocolate history and mystery.

march 14, 2009 3pm - 4pm

surfas inc
www.surfasonline.com
8777 washington blvd
culver city, ca 90232
(310) 287-2375

little britain: lou and andy review chocolate

if you are not following little britain on bbc america, you are definitely missing out... especially with classic lines such as,
"dark chocolate has a bitter edge to it and lacks the oral ecstacy of its milky cousin".