Shares of Hershey Co. (NYSE: HSY) have jumped more than 6% on the news of the $23 billion takeover of Wm. J. Wrigley Co. (NYSE: WWY) by Mars Inc. and Warren Buffett's Berkshire Hathaway Inc. (NYSE: BRK.A) as investors bet that the maker of the eponymous chocolate bar won't stay independent for long.

Hershey, though, is a basket case thanks to soaring commodity costs and hopefully the growing interest in healthier eating. That will heighten the pressure on Hershey management to do a deal with Cadbury Schweppes Plc. or find another sugar daddy (pun intended).

The case for a merger between Cadbury and Hershey are pretty compelling as Reuters notes.

"The deal would have clear strategic logic, as Cadbury, the world's biggest confectionery group, lacks presence in the U.S. chocolate market, while Hershey is looking to expand overseas," according to the news service.

During the first quarter earnings conference call, Chief Executive David West sounded upbeat, saying the company was "making progress, while it is slower than we would like, we do see the initial signs of improving marketplace trends." He has high hopes for new products such as the Hershey Bliss. Investors, though, may not be patient.

The Hershey Trust Co., the chocolate company's largest shareholder, has resisted buyout offers in the past from Wrigley and has vowed to keep the company independent. You have to figure that the trust's board will change its tune at the right price.

MOST NOTEWORTHY: Potash, Cadbury Schweppes and Zoran were today's noteworthy upgrades:

• Citigroup upgraded shares of Potash (NYSE: POT) to Buy from Hold and raised its target to $178 from $141 to reflect their expectation for a more bullish outcome from the ongoing China Potash contract negotiations.
• Cadbury Schweppes (NYSE: CSG) was raised to Overweight from Neutral at JP Morgan to reflect the company's takeout potential and cash returns.
• Oppenheimer raised its rating on Zoran (NASDAQ: ZRAN) to Outperform from Perform on valuation, as they believe the recent weakness is overdone.

OTHER UPGRADES:

• Pep Boys (NYSE: PBY) was upgraded to Market Weight from Underweight at Thomas Weisel.
• JMP Securities upgraded Actuate (NASDAQ: ACTU) to Strong Buy from Outperform.
• Goldman raised Broadcom (NASDAQ: BRCM) to Buy from Neutral.

Cadbury Schweppes Plc (NYSE: CSG) will be spinning off its U.S. beverage unit soon after failing to find a buyer for the division, according to the company. Included in the spinoff will be popular brands Dr. Pepper and 7-UP, which will join other brands. The spinoff has been decided after seven months of fruitless searching by the British-based food giant to find a buyer for the unit.

Cadbury will soon be listing its U.S. drinks unit on the NYSE under a different ticker after finding that U.S. consumers are not choosing its products, opting apparently for competitive beverages from Coca-Cola, Inc. (NYSE: KO) and Pepsico, Inc. (NYSE: PEP) among other drinks. Investment analyst Martin Deboo said from London that "They (Cadbury) wouldn't refuse any sensible offer, but the uncertainty around credit markets has to clear before bidders will come forward." In other words, the credit crisis that has semi-gripped parts of the U.S. economy made potential buyers cinch up those purse strings. As a result, no serious bidders ever emerged over the summer, much to the chagrin of Cadbury's management.

At this time, Cadbury's U.S. drinks division is pegged at a $14 billion value, and although a spin-off is not exciting to anyone, it's required lest Cadbury continue to allow the suboptimal U.S. performance drag its overall financials down. The spinoff won't be completed before the second calendar quarter of 2008, according to Cadbury CEO Todd Stitzer. Earlier this year, Cadbury rejected an offer of about $13 billion from a private equity group comprised of the usual suspects: Blackstone Group LP, Kohlberg Kravis Roberts & Co. and Lion Capital LLP. Oh well -- it missed the boat and now has no buyers, so off to the NYSE it goes.

MOST NOTEWORTHY: Cadbury Schweppes (CSG), Parker Hannifin (PH), Christopher & Banks (CBK), Benihana (BNHNA) and Sears Holdings (SHLD) were today's noteworthy downgrades:

• Cadbury Schweppes PLC (NYSE: CSG) was downgraded to Equal-Weight from Overweight at Lehman Brothers to reflect lower-than-expected value from Cadbury's American Beverages sale or demerger.
• Friedman Billings removed Parker Hannifin Corporation (NYSE: PH) from its Top Picks List, citing valuation.
• Christopher & Banks Corporation (NYSE: CBK) was downgraded to Sector Performer from Outperformer at CIBC World Markets following the unexpected departure of CEO Matthew Dillon. Suntrust downgraded shares of the stock to Neutral from Buy citing pressure in the retail sector.
• KeyBanc lowered shares of Benihana Inc (NASDAQ: BNHNA) to Buy from Aggressive Buy following the company's Q2 results.
• Sears Holdings Corporation (NASDAQ: SHLD) was downgraded to Peer Perform from Outperform at Bear Stearns citing a continued deterioration in fundamentals and challenging outlook...

OTHER DOWNGRADES:

• Brocade Communications Systems Inc (NASDAQ: BRCD) was removed from JP Morgan's Focus List; the firm maintained its Outperform rating.
• Goldman Sachs downgraded Renovis Inc (NASDAQ: RNVS) to Sell from Neutral.
• Raymond James downgraded shares of Amedisys Inc (NASDAQ: AMED) to Outperform from Strong Buy and shares of Restoration Hardware Inc (NASDAQ: RSTO) to Underperform from Market Perform.
• Biogen Idec Incorporated (NASDAQ: BIIB) was downgraded to Hold from Buy at BWS Financial.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MAJOR PAPERS:

• The Wall Street Journal reported that The ServiceMaster Company (NYSE: SVM) has shelved its $1.15B sale of junk bonds that would help to pay for the LBO of the company due to "investor nervousness."
• The Wall Street Journal reported that eBay Inc (NASDAQ: EBAY) has quietly opened a classified ad site in the U.S., which would rival Craigslist.
• According to people familiar with the situation, The Coca-Cola Company (NYSE: KO) has approached several private-equity firms that are involved in the bidding for Cadbury Schweppes plc's (NYSE: CSG) U.S. drinks business, reported the Wall Street Journal.

OTHER PAPERS:

• Research in Motion Limited (NASDAQ: RIMM) has been given clearance to sell its BlackBerry device in China, reported the New York Times.
• Big names like International Business Machines Corporation (NYSE: IBM), Infosys Technologies Limited (NASDAQ: INFY), TCS and The Blackstone Group LP (NYSE: BX) are opting out of the bidding race for Citigroup Incorporated's (NYSE: C) BPO arm, reported the Times of India.

Here is proof that if you mention enough possible outcomes, some of them will come true and you will look like a genius. Okay, maybe not, but anyway, Cadbury Schweppes plc (NYSE: CSG) released its Confectionery Strategy press release. Here are the two most important details found in it:

• Conveniently buried in the release, which quickly became the headline, was the 15% job reduction -- or about 7,500 layoffs. The company added that it would look to close 15% of its confectionery factories by 2011 as part of an austerity plan. These steep cuts are expected to save the company up to an estimated GBP300M.
• Also of note, after receiving "expressions of interest," the company said it would most likely sell its American business unit rather than demerge it.

The news dropped the stock about half a percent today to 55.75 in midday trading, which I find kind of surprising since both items are positive, at least for the company's costs. This may just be a case where the action -- while drastic -- was still not enough to satisfy investors, who possibly expected a more earthshaking announcement.

Tomorrow morning, confectionary company Cadbury Schweppes plc (NYSE: CSG) will update its investors on a slate of issues that range from a spin-off of its U.S. drinks unit to taking austerity measures to cut costs. Cadbury is trying to recover from a salmonella scare last year, declines in its U.K. chocolate market share, and an increase in the cost of raw materials.

An overview of what could be discussed:

• Sale of U.S. drinks business: The company is expected to announce a sale of its U.S. drinks business, which includes 7-Up and Snapple. The New York Times reported that it is currently unclear which bidder is in the lead for the unit - bids came from a group led by Cott, a consortium that included Thomas H. Lee Partners and TPG and a third consortium led by Blackstone Group and KKR. Other possible candidates for the unit could include The Hershey Company (NYSE: HSY) or Tootsie Roll Industries Inc (NYSE: TR), in a deal that could value the unit as high as $16B. Other sources believe Kraft Foods Inc (NYSE: KFT) and Wm. Wrigley Jr. Company (NYSE: WWY) could be potential bidders; Kraft, JP Morgan believes, would have an edge over Wrigley due to greater funding, flexibility and synergies.

MAJOR PAPERS:

• The Wall Street Journal reported that the Bancroft family, which controls 64% of Dow Jones & Company Inc's (NYSE: DJ) voting power, said that it would meet with News Corporation (NYSE: NWS) to discuss its $5B bid for the company, but would also consider other bidders and options.
• The Wall Street Journal reported that The Coca-Cola Company (NYSE: KO) is attacking their sluggish performance by focusing on their bottler network in 200 countries, a move executives believe is important to the company's long-term health.
• Cadbury Schweppes ADS (NYSE: CSG) may soon announce a cost-cutting exercise worth nearly GBP300M that could feature closure of factories and job cuts, the Financial Times reported.
• Barron's Online's "Inside Scoop" column reported that Michael E. Marks, the chairman of Flextronics International Ltd (NASDAQ: FLEX), a director at SanDisk Corporation (NASDAQ: SNDK) and a new director of Sun Microsystems Inc (NASDAQ: SUNW), has made a $1M investment in Sun, the largest by an insider since August 2004.

OTHER PAPERS:

• Retail giant Wal-Mart Stores Inc (NYSE: WMT), which has been on an "expansion craze" for decades, has decided to make a gradual slowdown in U.S. store expansion, and may embark on an initiative to return to more basic apparel offerings and an emphasis on low prices, the New York Post reported.

MAJOR PAPERS:

• Google Inc (NASDAQ: GOOG) and online services company Salesforce.com Inc (NYSE: CRM) may form a partnership to better compete with Microsoft Corporation (NASDAQ: MSFT), reported the Wall Street Journal (subscription required).
  

OTHER PAPERS:

• The U.K. Times reported that Warner Music Group Corporation (NYSE: WMG) is expected to offer EMI Group (OTC: EMIPY) a "£100 million sweetener" to try and keep the company from accepting an offer from private equity.
• According to The Observer, Royal Bank of Scotland (OTC: RBSPY), along with its partners Fortis and Banco Santander Central Hispano (NYSE: STD), hope to "table" a £47 billion offer for ABN Amro Holdings (NYSE: ABN) this week.
• The Observer reported that a private equity consortium is considering a $15 billion offer for Virgin Media Inc (NASDAQ: VMED).
• Cadbury Schweppes ADS (NYSE: CSG) is planning to return £5 billion to shareholders through a special dividend or share buyback, according to The Observer.
• The Sunday Telegraph reported that UBS AG (NYSE: UBS) will offer to buy out the pension schemes of some of the leading FTSE100 companies next week.
• Yahoo! Inc (NASDAQ: YHOO) may be looking to acquire British social networking site Bebo, the Sunday Telegraph reported.
• The Bollywood film producer, Eros International, is expected to announce a partnership with Google Inc's (NASDAQ: GOOG) YouTube, the Sunday Telegraph reported.
• Teva Pharmaceutical Industries Limited's (NASDAQ: TEVA) Copaxone will face generic competition for the first time, but will not see an impact immediately, Ha'aretz reported.

WEBSITES:

• The Orange County Register blog looked at a transcript from IndyMac Bancorp Inc's (NYSE: IMB) first quarter conference call, where the CEO Michael Perry said: "When you see that delinquency number in the press of 13% subprime delinquencies, it's hugely understated. It is absolutely hugely understated. And the prime delinquencies are overstated. The subprime delinquencies are more like 18, 20, 22% delinquencies and that's where I think you're going to see the problems."

Dr. Pepper's (Cadbury-Schweppes PLC, NYSE:CSG) longtime 10-2-4 slogan might become 24-7 as they launch a new promotion, Dr. Pepper Band in a Bubble, in cooperation with MTV. Beginning May 24th, the pop band Cartel will live around the clock for 20 days in a transparent domicile on Pier 54 in New York while they put together a new CD. MTV will compile the best of the video captured by cameras placed throughout the edifice into four half-hour broadcasts. The full feeds will also be available throughout the session via the internet.

The idea of packing a house with incandescent personalities and recording their meltdowns is tired fare for television, the most notable being CBS' Big Brother. Rock stars are well-mined too, as witnessed by Kiss frontman Gene Simmon's Family Jewels and Black Sabbath singer Ozzy Osbourne's The Osbournes. What we haven't seen before is a group of artists working in harmony to produce sterling music. That's probably the Doctor's biggest worry, though -- harmony makes poor television. There's a reason Anna Nicole Smith had her own TV show and Jamie Lee Curtis didn't.

The concept comes from the Mediaedge:cia agency. The five-person group is from Atlanta, and best known for their song "Honestly" (see below). I'd give you odds of 10 to 4 that it's no coincidence that their guitarist's name is Joseph Pepper.

Nelson Peltz is an old school corporate raider, who got his stripes during the giddy 1980s. He's back again and using some of his trusty tools to shake things up in the boardroom.

He is now chewing on Cadbury Schweppes plc ADR (NYSE:CSG). That is, Peltz owns about 3% of the company. This is according to a report in the Wall Street Journal [a paid service]. Well, when Peltz comes along it's a good idea to listen. And, in the case of Cadbury Schweppes, it got the message -- and fast. The company is now going to take some serious action – separating its business into confections and soft drinks.

That should help unlock value. It may also mean the prelude to a buyout of both companies. Of course, there certainly enough private equity capital sloshing around to buy solid, branded companies. There may also be interest from strategic players, like The Coca-Cola Company (NYSE:KO).

Apparently, Cadbury Schweppes had been drawing-up plans for this move for some time. But, with Peltz, it found a good reason to pull the trigger.

Yes, candy and soft drinks can make a nice meal.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Stock futures are higher in early morning trade, indicating a similar start to stock. However, there's a very cautious sentiment in the market as many don't trust this tranquility and call it calm before the storm.

Despite global markets rebounding with Tokyo's Nikkei 225 closing up 1.1% and the FTSE 100 gaining 1.6% at the moment (7:10 a.m.), as concerns about the subprime mortgage market in the U.S. and its impact on the broader economy eased somewhat following Lehman Brothers (NYSE:LEH) assurances yesterday. However, this issue will continue to affect the market until it is resolved.

There are several key economic reports due today:
- At 8:30 a.m., before U.S. markets open, February Producer Price Index will be released. Economists on average expect the measure of inflation at the wholesale level to increase 0.5% after a 0.6% drop in January. Core PPI, which excludes food and energy, is expected to gain 0.2%, same as the previous month. Tomorrow, CPI -- prices at the consumer level -- will be released. As the Fed meets next week to decide on short-term interest rates, these two measures of inflation will be watched closely.
- March manufacturing surveys from the Philadelphia and New York are due at noon and 8:30 a.m.respectively.
- Weekly jobless claims is also due at 8:30.
- Finally, January Net Foreign Purchases, or Treasury inflows will also be reported today at 9:00 a.m.

The economic reports, the continued concern about the subprime mortgage combined with several expiration of options and futures contracts expiring Friday may contribute to higher volatility today. On the other hand, Treasury prices were stable and the dollar was higher against both the euro and the yen, pointing to some calm after all.

OPEC was set to to meet today. The member nations are expected to keep existing production limits and to keep output steady. Oil was higher in early trading.

In corporate news:

Cadbury Schweppes PLC (NYSE:CSG) shares are gaining 2.9% in pre-market trading following their rise in Europe after the company said it plans to split into two businesses focusing on drinks (Dr. Pepper) and confectionary (Trident gum and chocolate).

Bear Stearns Companies, Inc. (NYSE:BSC) is expected to post earnings of $3.80 per share for the first quarter on $2.49 billion in revenue. Investors will want to hear about its subprime exposure.