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Cramer: The proxy fight in Newell Brands has very limited upside

  • "Mad Money" host Jim Cramer says investors shouldn't own the stock of Newell Brands as the company falls under increasing pressure from activist investors.
  • Cramer compares the two activist cases and explains why they are hurting Newell's near-term prospects.

Since Newell Brands acquired Jarden, CNBC's Jim Cramer has watched things get much more complicated at the Rubbermaid and Sharpie maker as the two consumer goods giants merged.

"But you know what's even more complex than Newell Brands? The proxy battle at Newell Brands," the "Mad Money" host said on Monday. "Right now you've got a bizarre situation where two groups of investors, one led by Carl Icahn, ... the other led by Starboard Value ... [are] fighting for control of Newell's future."

Cramer said Newell's situation started going south when the company spent $15 billion buying Jarden, the company behind an assortment of brands including Mr. Coffee and Yankee Candle.

Like much of Wall Street, Cramer was excited about the prospects, even instructing his charitable trust to build a position in Newell's stock.

But since August 2017, Newell has issued a series of weak earnings reports, putting CEO Michael Polk, who guided towards strong results, on the spot. The company also started lowering its yearly forecast from quarter to quarter, leading to a decline in its stock.

The weakness spurred the resignation of three directors on Newell's board, including Martin Franklin, the founder and chairman of Jarden.

That's when Starboard Value, an activist fund led by Jeff Smith, launched a proxy fight at Newell, calling for the ouster of its entire board of directors as well as Polk, Newell's CEO.

"Starboard wanted to bring back Martin Franklin and some other former Jarden executives to turn things around, operating under the old Jarden-style, holding-company business model, a house of basically unconnected brands," Cramer explained. "They don't have confidence in the current leadership. I don't blame them."

Less than a month after Starboard's involvement, legendary investor Carl Icahn came aboard, taking a position in Newell and making a deal with the company to select four new board members, including non-executive chairman.

In announcing the deal, Newell management revealed their plans: to raise some $10 billion by selling off non-core assets, cutting costs and taking market share with their highest-margin brands.

But Icahn's entry only complicated things further. Days after the deal, three of Starboard's nominees, including Franklin, reconsidered their strategy, deciding to acquire some of Newell's assets instead to create a standalone company. Even so, Starboard held strong in its plans for Newell.

"A vote for Icahn's candidates is a vote to double down on the management team that's run this company into the ground," Cramer said. "A vote for Starboard's candidates is a vote for a divided board of directors."

He continued: "Look, I think Starboard's candidates would be really good for the business. They're high quality people and if, heaven forbid, I still owned Newell for the charitable trust, I'd vote for Starboard's slate. They've got a great track record, especially at Darden, the parent of Olive Garden."

But rather than picking a side, the "Mad Money" host wanted investors to be asking themselves a different question: is it worth getting involved in Newell Brands' stock in the first place?

Both Starboard and Icahn argue that Newell's stock is undervalued, but Cramer worried that they could both be wrong. What if it's a value trap?

"I don't have a lot of confidence in Newell's ability to meet its forecasts, not after management's series of estimate cuts over the winter," he said. "Sadly, Mike Polk has been a severe disappointment as CEO, and though he's had some real bad luck, it strikes me as crazy to believe he can deliver any longer."

Worse, the economic landscape isn't particularly favorable for Newell's business. The company sold a lot of products at the recently bankrupt Toys R Us, and Cramer worried that the segments Newell hopes to spin off would not sell at attractive enough prices.

"The bottom line? Not every war is worth fighting," he concluded. "Regardless of who wins the Newell Brands proxy fight, I think this is a situation with very little near-term upside and it's a total battleground. I think Starboard has the better slate of directors, but for the moment, this stock is simply not worth owning. Maybe later at lower prices, but not yet, not now."

WATCH: Cramer's take on the proxy fight in Newell Brands

Disclosure: Cramer's charitable trust owns shares of Darden.

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