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CBRY Cadbury

863.00
0.00 (0.00%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Cadbury LSE:CBRY London Ordinary Share GB00B2PF6M70 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 863.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Kraft Foods Inc. Offer Update

01/02/2010 7:30am

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Cadbury Schweppes (LSE:CBRY)
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TIDMCBRY 
 
RNS Number : 4129G 
Kraft Foods Inc. 
31 January 2010 
 
? 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION 
OF THE RELEVANT LAWS OF THAT JURISDICTION 
 
 
30 January 2010 
 
Kraft Foods Inc. 
 
Offer Update - further information in relation to dealing facilities 
 
Kraft Foods Inc. ("Kraft Foods") announces further details about the dealing 
facilities that will be available to accepting Cadbury Securityholders who hold 
their Cadbury Shares or Cadbury ADSs in certificated form (that is, who hold a 
share certificate or an ADS certificate) following completion of the recommended 
final* offer for Cadbury plc announced on 19 January 2010 (the "Final Offer"). 
 
In addition, Cadbury Securityholders are encouraged to accept the Final Offer as 
soon as possible and, in any event, so that their acceptances are received no 
later than 1.00 p.m. (London time) / 8.00 a.m. (New York City time) on 2 
February 2010. 
 
UPDATE ON THE DEALING FACILITIES 
 
As described in the Final Offer documentation (but not the US offer 
documentation), and in the announcement made by Kraft Foods on 22 January 2010, 
dealing facilities will be available to accepting Cadbury Securityholders who 
hold their Cadbury Shares or Cadbury ADSs in certificated form. 
 
DRS Dealing Facility 
 
Accepting Cadbury Shareholders in jurisdictions other than CSN Permitted 
Jurisdictions (including the United States and Australia) who hold their Cadbury 
Shares in certificated form will hold their New Kraft Foods Shares through the 
Kraft Foods' Direct Registration System (the "DRS").  Similarly, accepting 
Cadbury ADS Holders who hold their Cadbury ADSs in certificated form will also 
hold their New Kraft Foods Shares through the DRS. 
 
As noted in the announcement made by Kraft Foods on 22 January, certain charges 
would be incurred by Cadbury Securityholders wishing to trade out of their DRS 
entitlements to New Kraft Foods Shares into cash by using the Wells Fargo 
dealing facility (the "DRS Dealing Facility"). 
 
Kraft Foods is pleased to announce that it will cover the fees that would have 
been charged to DRS holders using the DRS Dealing Facility, in respect of their 
first sale, provided such sale is effected within six weeks of the relevant 
accepting Cadbury Securityholder being issued with the statement of ownership 
detailing the number of New Kraft Foods Shares he holds through the DRS 
following his acceptance of the Final Offer. 
 
CSN Dealing Facility 
 
Accepting Cadbury Shareholders in the jurisdictions listed in the definition of 
"CSN Permitted Jurisdiction" in the Original Offer Document (including the 
United Kingdom and Ireland) will be issued Kraft Foods CDIs, which represent an 
entitlement to the underlying New Kraft Foods Shares. As the Kraft Foods CDIs 
can only be held through CREST, Kraft Foods will arrange for Computershare to 
hold these CDIs in a CSN Facility on behalf of accepting Cadbury Shareholders 
who hold their Cadbury Shares in certificated form. 
 
Kraft Foods confirms that it will also cover the fees that would have been 
charged to holders of Kraft Foods CDIs using the dealing facility that will be 
provided by Computershare to participants in the CSN Facility, in respect of 
their first sale, provided such sale is effected within six weeks of the 
relevant Cadbury Shareholder being issued with the statement of ownership 
detailing the number of Kraft Foods CDIs he holds through the CSN Facility 
following his acceptance of the Final Offer.  This is an extension of the 
existing free dealing period which provided that any such dealing must be made 
within six weeks of the Final Offer becoming or being declared wholly 
unconditional. 
 
General 
 
The proceeds received by a Cadbury Securityholder in respect of the sale of his 
New Kraft Foods Shares or Kraft Foods CDIs via the dealing facilities set out 
above will be paid to him in the currency in which he is receiving the cash 
portion of the offer consideration (i.e. USD or GBP).  Any fee for converting 
the proceeds of sale of the New Kraft Foods Shares or Kraft Foods CDIs into the 
relevant currency will be covered by Kraft Foods and will not be for the account 
of the relevant Cadbury Securityholder. 
 
Further details of how relevant Cadbury Securityholders may participate in the 
dealing facilities will be sent to accepting Cadbury Securityholders in the pack 
of information they will receive together with their Final Offer consideration. 
The terms and conditions of the DRS Dealing Facility may also be obtained by 
calling the US Information Agent toll-free in the United States at (800) 
868-1391, or from outside the United States at (212) 806-6859. 
 
 
Cadbury Securityholders who do not hold their Cadbury Shares or Cadbury ADSs in 
certificated form may avail themselves of the limited fee waiver described above 
by converting their Cadbury Shares or Cadbury ADSs into certificated form and 
accepting the Offer by following the relevant procedures set forth in the Offer 
Documentation.  Any Cadbury Securityholder who has already accepted the Offer 
with respect to his uncertificated Cadbury Shares or Cadbury ADSs and would like 
to avail himself of the limited fee waiver must first withdraw them in the 
manner described in Offer Documentation.  However, the cost incurred by a 
Cadbury Securityholder in converting his Cadbury Shares or Cadbury ADSs into 
certificated form may exceed the amount that he would save by taking advantage 
of the limited fee waiver. 
 
Capitalised terms used in this announcement shall have the meaning given to them 
in the Offer Documentation. 
 
 
*The Offer is final and will not be increased, except that Kraft Foods reserves 
the right to increase the Offer if there is an announcement of an offer or a 
possible offer for Cadbury by a third party offeror or potential offeror. 
 
This announcement will be available on Kraft Foods' website 
(www.transactioninfo.com/kraftfoods/) by no later than 12 noon (London time) / 
7.00 a.m. (New York City time) on 1 February 2010. 
 
This announcement does not constitute, and must not be construed as, an offer to 
sell or an invitation to purchase or subscribe for any securities or the 
solicitation of an offer to purchase or subscribe for any securities, pursuant 
to the Offer or otherwise.  The Offer is being made by the Original Offer 
Documents, the Final Offer Documents and the accompanying documentation (the 
"Offer Documentation"). Cadbury Securityholders who accept the Offer may rely 
only on the Offer Documentation for all the terms and conditions of the Offer. 
 
This announcement is not a prospectus for the purposes of the EU Prospectus 
Directive.  Cadbury Securityholders in the EU should not tender their shares 
except on the basis of information in the prospectus published pursuant to the 
EU Prospectus Directive on Kraft Foods' website (as supplemented from time to 
time).  In making their decision whether or not to accept the Offer, Cadbury 
Securityholders who are South African residents will need to take into account 
the Excon Regulations, and consider whether or not their acceptance of the Offer 
and their subsequent receipt of consideration for their Cadbury Shares from 
Kraft Foods, whether in the form of cash and/or New Kraft Foods Shares, will be 
in compliance with the Excon Regulations. 
 
The release, publication or distribution of this announcement and any other 
Offer-related documentation in jurisdictions other than the UK, the US, Canada, 
France, Ireland or Spain, and the availability of the Offer to Cadbury 
Securityholders who are not resident in such jurisdictions may be affected by 
the laws or regulations of relevant jurisdictions.  Therefore any persons who 
are subject to the laws and regulations of any jurisdiction other than the UK, 
the US, Canada, France, Ireland or Spain, and Cadbury Securityholders who are 
not resident in such jurisdictions should inform themselves of and observe any 
applicable requirements. 
 
Forward-Looking Statements 
 
This announcement contains forward-looking statements regarding the Offer. Such 
statements include, but are not limited to, statements about the benefits of the 
proposed combination and other such statements that are not historical facts, 
which are or may be based on Kraft Foods' plans, estimates and projections. 
These forward-looking statements are subject to a number of risks and 
uncertainties, many of which are beyond Kraft Foods' control, that could cause 
Kraft Foods' actual results to differ materially from those indicated in any 
such forward-looking statements. Such factors include, but are not limited to, 
failure to obtain necessary regulatory approvals or required financing or to 
satisfy any of the other conditions to the Offer, and the risk factors, as they 
may be amended from time to time, set forth in Kraft Foods' filings with the US 
Securities and Exchange Commission ("SEC"), including the registration statement 
on Form S-4, as amended from time to time, filed by Kraft Foods in connection 
with the Offer, Kraft Foods' most recently filed Annual Report on Form 10-K and 
subsequent reports on Forms 10-Q and 8-K.  Kraft Foods disclaims and does not 
undertake any obligation to update or revise any forward-looking statement in 
this announcement, except as required by applicable law or regulation. 
 
Additional US-related information 
 
This announcement is provided for informational purposes only and is neither an 
offer to purchase nor a solicitation of an offer to sell shares of Cadbury or 
Kraft Foods.  Kraft Foods has filed a registration statement and tender offer 
documents, including subsequent amendments and Cadbury has filed a 
 
 
solicitation/recommendation statement on Schedule 14D-9, including subsequent 
amendments, with the SEC in connection with the recommended Final Offer. 
Cadbury Shareholders who are US or Canadian residents and holders of Cadbury 
ADSs, wherever located, should read those filings, and any other filings made by 
Kraft Foods and Cadbury with the SEC in connection with the recommended Final 
Offer, as they contain important information.  Those documents, as well as Kraft 
Foods' other public filings with the SEC, may be obtained without charge at the 
SEC's website at www.sec.gov and at Kraft Foods' website at 
www.kraftfoodscompany.com. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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