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CBRY Cadbury

863.00
0.00 (0.00%)
26 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 - Offer Wholly Unconditional

02/02/2010 5:20pm

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TIDMCBRY 
 
RNS Number : 5673G 
Kraft Foods Inc. 
02 February 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 
For Immediate Release 
                                                                 2 February 2010 
                                      OFFER 
                                       by 
                                KRAFT FOODS INC. 
                                      for 
                                  CADBURY PLC 
                    Offer Update - Offer Wholly Unconditional 
Kraft Foods announces that all of the Conditions to its recommended Final Offer 
have been satisfied or waived and, accordingly, the Offer is wholly 
unconditional. 
The Final Offer will remain open until further notice and at least 14 days' 
notice will be given if Kraft Foods decides to close the Final Offer. Cadbury 
Securityholders who have not yet accepted the Offer are encouraged to do so 
without delay. 
Commenting on the Offer, Irene Rosenfeld, Chairman and CEO of Kraft Foods said, 
"The combination of Kraft Foods and Cadbury creates a global powerhouse in 
snacks, confectionery and quick meals. Together we have impressive global reach 
and an unrivalled portfolio of iconic brands, with tremendous growth potential. 
I warmly welcome Cadbury employees into the Kraft Foods family and look forward 
to meeting many of them in the days and weeks ahead. This combined company has a 
phenomenal future, and I firmly believe it will deliver outstanding returns to 
our shareholders." 
Level of acceptances 
As at 1.00 p.m. (London time) on 2 February 2010, Kraft Foods had received valid 
acceptances of the Offer in respect of a total of 987,684,041 Cadbury Shares 
(including those represented by Cadbury ADSs), representing approximately 71.73 
per cent. of the existing issued share capital of Cadbury. 
Delisting and re-registration 
Following receipt of sufficient acceptances (i.e. 75 per cent.), Kraft Foods 
intends to procure that Cadbury will apply for the cancellation of the listing 
of Cadbury Shares on the Official List and the trading on the London Stock 
Exchange for listed securities. Kraft Foods also intends to procure that, as 
soon as practicable, Cadbury will apply for the delisting of Cadbury ADSs from 
the NYSE and that Cadbury terminates its ADS program and the Deposit Agreement. 
A notice period of not less than 20 Business Days prior to delisting from the 
London Stock Exchange will commence as soon as Kraft Foods has received 
sufficient acceptances to procure the delisting of the Cadbury Shares. Delisting 
is likely to reduce significantly the liquidity and marketability of any Cadbury 
Shares (including those represented by Cadbury ADSs) in respect of which the 
Offer has not been accepted. 
It is also proposed that, after Cadbury Shares are delisted, Cadbury will be 
re-registered as a private company. 
Compulsory acquisition 
Kraft Foods intends, assuming it becomes so entitled (by receiving 90 per cent. 
acceptances), to acquire compulsorily any outstanding Cadbury Shares (including 
any Cadbury Shares represented by Cadbury ADSs) pursuant to the provisions of 
the 2006 Act. 
Settlement 
The consideration to which any Cadbury Securityholder is entitled under the 
Offer will be settled  (i) in the case of complete acceptances received on or 
before 1 p.m. (London time) on the date of this announcement, on or before 16 
February 2010; and (ii) in the case of complete acceptances received after the 
date of this announcement but while the Offer remains open for acceptance, 
within 14 days of such receipt, in each case in the manner described in the 
Final Offer Documents. 
Acceptance of the Offer 
Cadbury Securityholders who have not yet accepted, and wish to accept, the Offer 
should take action to accept the Offer as soon as possible. Details of the 
procedure for doing so are set out in the Final Offer Documents (including, in 
the case of certificated Cadbury Shares and Cadbury ADSs, the Final Acceptance 
Forms) sent to Cadbury Securityholders on 20 January 2010. The Final Offer 
Documents are also available on Kraft Foods' website 
(www.transactioninfo.com/kraftfoods). 
Other than as expressly set out in this announcement, capitalised terms used in 
this announcement shall have the meaning given to them in the Final Offer 
Document published by Kraft Foods on 19 January 2010. 
Enquiries 
+---------------------------------+---------------------------------+ 
| Kraft Foods                     |                                 | 
+---------------------------------+---------------------------------+ 
| Perry Yeatman (Media)           | +1 847 646 4538                 | 
+---------------------------------+---------------------------------+ 
| Chris Jakubik (Investors)       | +1 847 646 5494                 | 
+---------------------------------+---------------------------------+ 
| Brunswick Group (public         |                                 | 
| relations)                      |                                 | 
+---------------------------------+---------------------------------+ 
| Richard Jacques                 | +44 20 7404 5959                | 
+---------------------------------+---------------------------------+ 
| Jonathan Glass                  | +44 20 7404 5959                | 
+---------------------------------+---------------------------------+ 
Further information 
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 3 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 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 Final Offer. 
Such statements include, but are not limited to, statements about the benefits 
of the 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, 
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 Final 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 
 
 OUPZMGGZVZLGGZM 
 
 
 
 

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