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Kraft is now free to take another run at Unilever — but has good reason not to

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In many ways, Unilever looks a different company from the one that came under brief siege in February

How time flies when you’re under the gun.

It might seem like yesterday, but it is six months since Kraft Heinz abandoned its $143bn bid for Unilever.

That means that under UK takeover rules, restrictions on the US group returning with another bid have expired.

In many ways, Unilever looks a different company from the one that came under brief siege in February.

After the bid spurred CEO Paul Polman into a strategic review, the company plans to buy back €5bn of shares, ramp up cost savings, raise the operating margin by a quarter and offload the spreads arm.

These efforts have helped the shares rerate since the approach.

That would undoubtedly make another tilt by Kraft and its backers, 3G Capital and Warren Buffett, more expensive.

What’s more, although some shareholders believed Unilever rebuffed Kraft Heinz too quickly, Polman appears to have done just enough to retain their support.

And he still has a couple of levers to pull. The first would be buttering them up with a knockout price for spreads. Private equity groups are circling the unit, with bids valuing it at about £6bn, according to Sky News.

Unilever has made lifting its underlying operating margin to 20% by 2020 a cornerstone of its strategy to retain its independence. And that appears to be paying off.

In the first half of its financial year, the underlying operating margin rose from 16% to 17.8%. That’s still trailing Kraft Heinz.

The risk is that with so much focus on the margin, Unilever is unable to maintain sales growth at 3%-5% annually. In the first half, all of the 3% underlying sales growth came from price increases. Volumes were flat.

With headwinds in some key emerging markets, and pressures on the consumer in developed regions, lifting both sales and margin looks challenging.

As my colleague Chris Hughes has argued, if Polman can’t magic up more robust growth, he will have to buy it.

Slowing sales momentum, or pricey acquisitions to reboot it, could weaken Unilever’s carefully crafted defences.

Were these fundamental changes to fall short, a more radical option is available. Unilever is reviewing its so-called dual-headed structure, where it has one company publicly traded in London, and the other in the Netherlands. A move to a Dutch domicile could offer greater protection in the event of another takeover approach.

Given the progress Unilever has made, Polman doesn’t need to go down this route. But it’s a useful trick to have up his sleeve if Kraft Heinz returns or an activist investor weighs in.

• Felsted is a Bloomberg Gadfly columnist covering the consumer and retail industries. This column does not necessarily reflect the opinion of Bloomberg and its owners

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