If you vote no, be willing to accept the outcome.

[2126]

Mondelez International No Longer Pursuing Combination with Hershey

DEERFIELD, Ill., Aug. 29, 2016 (GLOBE NEWSWIRE) -- Mondelēz International,

Inc. (NASDAQ:MDLZ) today announced it has ended discussions with The Hershey

Company regarding a possible combination of the two companies.

“As the world’s leading snacking company, we remain focused on

successfully executing our strategy to deliver both sustainable top-line

growth and significant margin expansion and are well-positioned to continue to

deliver value to our shareholders,” said Chairman and CEO Irene Rosenfeld.

“Our proposal to acquire Hershey reflected our conviction that combining our

two iconic American companies would create an industry leader with global

scale in snacking and confectionery and a strong portfolio of complementary

brands. Following additional discussions, and taking into account recent

shareholder developments at Hershey, we determined that there is no actionable

path forward toward an agreement. While we are disappointed in this outcome,

we remain disciplined in our approach to creating value, including through

acquisitions, and confident that our advantaged platform positions us well for

top-tier performance over the long term.”

HSY down 11% and falling after hours.

Unfortuately, unless some of the institutional holders vote NO, there is very little chance that the No votes will win. The math just doesn't support it. Institutional holders have about 48% of outstanding shares [and will in all likelyhood vote Yes with all their shares]. A fair amount of the remaining retail holders will not vote. Thus it will take an overwhelming landslide NO vote by all retail holders to block this deal.

Additionally, IOC/Exxon deal is quite unlike the Hershey/Mondelez deal, in that IOC is the ONLY place that Exxon can realistically find the gas to support expansion of PNGLNG. If, by happy chance, the NO votes win, Exxon has plenty of room to sweeten the deal while still stealing IOCs assets for a song. If NO wins, then Exxon need not be constrained by having to have a superior bid to the OSH/Total deal and can then simply put an all-share offer on the table, without any contingencies. If they put it in the range of $65-75, that bid would get passed with no problems, in my opinion.