Holding the key to the sale of America’s second-biggest candy company is a scandal-scarred, $12 billion charity that all but owns Hershey, Pennsylvania.

Hershey Trust Co. controls about 80 percent of Hershey Co., guides the 107-year-old Milton Hershey School, and oversees an amusement park and resort in the town of about 14,000.

Its 10 trustees have been averse to deals, scuttling efforts to separate them from their candy-coated source of cash. The Hershey Co. board rejected Mondelez International Inc.’s $23 billion bid Thursday to put together the biggest candy maker in the world by buying the ailing chocolate company. 

What surprised some observers was that Hershey offered no rationale for rebuffing Mondelez, saying only that it saw nothing in the offering that warranted further discussion.

It could be a negotiating ploy, said Chris Growe of Stifel Financial Corp.

“We believe Mondelez will raise its offer to entice the Hershey Trust to engage in negotiations and eventually sell the business,” Growe said Thursday. If that fails, perhaps Hershey will get a bid from Nestle SA, he said.

Nestle and  Wm. Wrigley Jr. Co. both made offers to buy the company in 2002 before being rebuffed by Hershey Trust. The trust has also stood between Hershey and a deal with Cadbury, which was ultimately acquired by Kraft Foods. Hershey now owns the Cadbury license in the U.S., while Mondelez sells the candy in the rest of the world. Unifying the brand is considered part of the rationale for the takeover offer that was rejected Thursday. Mondelez declined to comment on the deal. So did Kent Jarrell, a Hershey Trust spokesman.

Milton Hershey

Four years after establishing the Hershey Trust, chocolate baron Milton Hershey opened the boarding school for low-income students and designated the trust as its administrator. The trust also runs the Hershey Entertainment & Resorts Company, which operates a minor-league hockey team, entertainment venues and Hersheypark. Along with the factory and corporate offices of the chocolate company, they dominate the landscape in Hershey, about 100 miles west of Philadelphia.

U.S. consumers are cutting down on sugar and the candy company is suffering. Its name has been bandied about as a potential takeover target in recent months as the food industry consolidates. But any rumors come tinged with a touch of skepticism, mostly because of the Hershey Trust. Without its approval, a sale has no chance. 

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