Can Kraft win the hearts and keep the brains of Cadbury’s best people? Perhaps, if Irene Rosenfeld respects the Cadbury culture, says Adam Leyland

As frosty face-offs go, billionaire investor Warren Buffett is a piece of cake compared with the po-faced reception Irene Rosenfeld received at Cadbury this Wednesday.

At the Uxbridge HQ where she chose to host her first town hall meeting, the Kraft boss rehearsed all the standard lines about moving forward together and cultural similarity. "The key to a successful integration is to make sure both teams have a commitment to truly capture the best of both and to listen and learn," she said to the assembled throng.

How much does Rosenfeld really care? She has, after all, emerged victorious from one of the hardest-fought takeover battles in UK corporate history and can return to Illinois while her staff get on with the minutiae of integration. But she would be very unwise to assume the war is won. Speaking to Cadbury insiders, it's not clear she will retain enough of the core management talent to operate her new £12bn baby. What will happen?

In answering that, one needs first to disabuse oneself of some myths. Kraft is not some voracious corporate monster, devouring all in its reach. It has some great brands, such as Toblerone and Oreo. And you don't get to be the world's second-largest anything without doing something right.

Nor is Cadbury a patrician utopia where shiny-faced workers cheerily sing the company song in pure white overalls. It is, like every other company, flawed; its recent financial performance patchy; and its growth strategy the central tenet of its defence unproven.

And despite the protestations of its now-departed chairman Roger Carr, it was also patently up for sale.

When the Cadbury family first brought the company to market in 1969, they probably did not foresee that a flotation designed to raise funds for expansion would one day lead to the end of its independence, but that's capitalism for you. Like any publicly listed company, Cadbury had its price. And Kraft was prepared to pay it.

Now that the deal is done, however, Kraft will have its work cut out overcoming the pale-faced, passive aggression on display on Wednesday. The polite and civil demeanour will be difficult for Americans to read. But if they fail to understand the strength of the underlying culture at Cadbury, or the reasons why the battle for control was so bitterly fought, they could easily find themselves not creating the added value their synergistic vision desperately needs but destroying it.

Even before the deal was finalised on Tuesday, Cadbury insiders suggest Kraft got off to an iffy start. "They're all smiles and promises, but there is a good deal of confusion about what they want to achieve. You'd expect them to be tentative until the deal is finalised, but we've already seen them starting to backtrack about plans to keep Somerdale [the former Fry's plant near Bristol] open."

One issue Rosenfeld will have to take seriously is managing the defection of senior management. CEO Todd Stitzer will not stick around and has a reported £20m as a consolation for the dismantling of his 27 years at Cadbury. Andrew Bonfield, the purposeful CFO, who joined from Bristol-Myers Squibb, will also leave within weeks.

Strategy director Mark Reckitt, Stitzer's field marshal in the defence campaign, and a Cadbury man through and through, will likely give way to Kraft's strategy guru, Michael Onsaloo. Other Stitzerites set to depart include Hank Udow, the long-serving general counsel, and John Dawson, the investor relations director whose role is a natural casualty of the takeover. And there's also firebrand corporate affairs director Alex Cole, another for whom "the blood runs purple", whose energy and drive has been at the heart of Cadbury's cultural revolution of recent years.

Rosenfeld will expect defections, and can bring in reinforcements. Tamara Minick-Scokalo, who left as head of Cadbury's European ops last year, is understood to be joining Kraft in March. But how many of the senior executives in the global team can Kraft afford to lose? One of the features highlighted by the defence was the fact that Cadbury, after several years of underperformance, was increasingly well run. It certainly knew how to drive a hard bargain in this case £2bn worth of extra cash from Rosenfeld (funds her shareholders, including Buffett, will be keen to make a return on). And we can be sure the headhunters have already begun circling over the brightest and best.

Kraft chiefs - nervous?
Not that all the high-flyers are necessarily at the departure gates. Look away from Uxbridge and, for heavyweight operational category and territory managers such as Britain & Ireland boss Trevor Bond, the Kraft takeover could actually open some interesting doors.

In fact, incumbents at Kraft Foods UK have reason to be every bit as nervous - perhaps even more so - than their new Cadbury colleagues. The bottom line is, can Kraft fill the empty seats with people of equal talent? That's as much a challenge for Rosenfeld as for the headhunters she will be employing.

The Cadbury rhetoric that Kraft was a "slow-growth conglomerate" may have died down as chairman Roger Carr got close to his asking price, but it remains as true as it was when Kraft last slashed its growth forecasts in December. Rosenfeld's team has shown no signs of understanding how to reverse this, other than to buy growth through Cadbury.

Highlighting compatibility
And what of the culture? In The Sun this week, Rosenfeld promised consumers "Your Curly Wurlys are safe with us". But would the decision to turn Cadbury Dairy Milk into the first mass-market Fairtrade brand have been possible in a company motivated by profit alone?

In Rosenfeld's speech on Wednesday, and in discussions, Kraft's people stressed the "similarity" between the two organisations. But if there were such a cultural fit, why did Stitzer make so plain his preference for a merger with Hershey, the now seemingly moribund US confectioner controlled by a philanthropic trust?

Compared with this cultural gap, run-of-the-mill issues around integration will be relatively simple almost second nature to Kraft. Indeed, it's difficult to argue the geographical fit of the two companies is not excellent perhaps the strongest rationale for a deal.

Yes, it will need to divest one or two businesses in Eastern Europe at the EU's behest and, yes, it will have to decide whether it wants to adopt Stitzer's category-based organisational structure or stick with its own regional model in which the commercial teams market everything from chocolate to processed meats. But perhaps Rosenfeld has realised she can learn something from the nimbler, more dynamic Cadbury.

We shall see. Kraft did not spend £12bn on an asset in order to ruin it, and it has bright people keen to make the acquisition work. But Rosenfeld will need to retain some of Cadbury's ethos, keep key management and act on their advice. In the case of Cadbury at least, culture is more than something you boil out of cheese when you process it. It's a big part of what you pay for.

Read more
Cadbury top brass confirm exit as finance chief Bonfield walks (3 February 2010)
End of an era as Cadbury shareholders rubber-stamp sale (3 February 2010)
The big steal: how Cadbury fell into Rosenfeld’s clutches (analysis; 23 January 2010)