Filed by Kraft Foods Inc.
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Cadbury plc
Commission File No.: 333-06444
The following communications are available at
www.transactioninfo.com/kraftfoods
and/or
www.kraftfoodscompany.com
and/or were otherwise disseminated by Kraft Foods Inc. on February 3, 2010.
Forward-looking statements
These communications contain forward-looking statements
regarding Kraft Foods combination with Cadbury. 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 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 these communications, except as required by applicable law or regulation.
Additional US-related information
Each of these communications 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 offer.
Cadbury ordinary
shareholders who are US or Canadian residents and holders of Cadbury American Depositary Shares, wherever located, should read those filings, and any other filings made by Kraft Foods and Cadbury with the SEC in connection with the recommended
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 SECs website at www.sec.gov and at Kraft Foods website at
www.kraftfoodscompany.com.
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
3 February 2010
OFFER
by
KRAFT FOODS INC.
for
CADBURY PLC
Offer update and result of elections under the Mix and Match Facility
Introduction
On 2 February 2010, Kraft Foods Inc. (
Kraft Foods
) declared its recommended Final Offer to acquire the whole of the issued and to be
issued share capital of Cadbury plc (
Cadbury
) wholly unconditional.
The Final Offer remains open until further notice and
at least 14 days notice will be given if Kraft Foods decides to close the Final Offer.
Level of acceptances
As announced by Kraft Foods on 2 February 2010, 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.
None of these acceptances had been received from persons acting in concert with Kraft Foods.
Result of elections under the Mix and Match Facility
As at 1.00 p.m. (London time) on
2 February 2010: (i) valid elections for additional New Kraft Foods Shares under the Mix and Match Facility had been received in respect of 732,866,649 Cadbury Shares (including those represented by Cadbury ADSs) and (ii) valid
elections for additional cash under the Mix and Match Facility had been received in respect of 59,694,493 Cadbury Shares (including those represented by Cadbury ADSs).
Accordingly, valid elections for additional New Kraft Foods Shares received before 1.00 p.m. (London time)
on 2 February 2010 will be scaled down on a
pro rata
basis and valid elections for additional cash received before 1.00 p.m. (London time) on 2 February 2010 will be satisfied in full, with the result that:
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Cadbury Securityholders who have made an election to receive additional New Kraft Foods Shares under the Mix and Match Facility will receive 0.202664
New Kraft Foods Shares and GBP 4.756685 in cash per Cadbury Share and 0.810656 New Kraft Foods Shares and GBP 19.02674 in cash per Cadbury ADS, in each case in respect of which a valid election has been made; and
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Cadbury Securityholders who have made an election to receive additional cash under the Mix and Match Facility will receive GBP 7.987155 in cash per
Cadbury Share and GBP 31.94862 in cash per Cadbury ADS, in each case in respect of which a valid election has been made.
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The Mix and Match Facility will remain open until the end of the Subsequent Offer Period.
Interests in Cadbury Shares
On 1 February 2010 (being the latest practicable date prior to the publication of this announcement), Kraft Foods or any person
acting in concert with Kraft Foods had the following interests in or rights to subscribe for relevant securities of Cadbury:
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Name
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Nature of
interest
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Number of
Cadbury
Shares
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Number of
Cadbury
ADSs
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Percentage of
Cadburys
existing issued
share capital
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Kraft Foods Global, Inc. Master Retirement Fund
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Long
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314,686
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0
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0.0229
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%
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Hasim Salim
(1)
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Long
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588
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0
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0.00004
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%
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Michael Magee
(2)
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Long
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6,188
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0
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0.00045
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%
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Citigroup Global Markets Inc.
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Short
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1,100
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24,811
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0.0073
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%
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Barclays Bank plc
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Long
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4,703,430
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0
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0.3416
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%
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Barclays Wealth Trustees (Jersey) Ltd
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Long
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1,440
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0
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0.0001
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%
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(1)
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Hasim Salim is a director of PT Kraft Foods Company Indonesia.
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(2)
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Michael Magees interests comprise 6,188 unvested Cadbury Shares. Mr Magee is a director of Kraft Foods (Australia) Limited, Kraft Foods Limited,
Lanes Food (Australia) Pty Ltd, Lanes Biscuits Pty Ltd, General Foods Pty Ltd, Kraft Jacobs Suchard (Australia) Pty Ltd and Kraft Foods (New Zealand) Ltd.
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2
Save as disclosed in this announcement, neither Kraft Foods, nor any person acting in concert with Kraft
Foods, is interested in or has any rights to subscribe for any Cadbury Shares nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative
or any arrangement in relation to the Cadbury Shares. For these purposes, arrangement includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Cadbury Shares and any
borrowing or lending of Cadbury Shares which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to Cadbury Shares.
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
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Kraft Foods
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Perry Yeatman
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(Media)
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+1 847 646 4538
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Chris Jakubik
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(Investors)
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+1 847 646 5494
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Brunswick Group (public relations)
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Richard Jacques
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+44 20 7404 5959
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Jonathan Glass
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+44 20 7404 5959
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Further information
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.
3
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 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 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.
4
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 SECs website
at www.sec.gov and at Kraft Foods website at www.kraftfoodscompany.com.
5
Cadbury Global Town
Hall
February 3, 2010
1
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Forward-Looking
Statements
2
This slide presentation contains forward-looking statements regarding our offer to combine with
Cadbury.
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 our plans, estimates
and projections. These forward-looking
statements are subject to a number of risks and uncertainties,
many of which are beyond
our control, that could cause our 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 our 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 us in
connection with the offer, our most recently filed Annual Report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K. We disclaim and do not undertake any
obligation to update
or
revise
any
forward-looking
statement
in
this
slide
presentation,
except
as
required
by
applicable
law
or
regulation.
Additional US-related information
This slide presentation 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.
We have 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 offer.
Cadbury ordinary shareholders who are US or
Canadian residents and holders of Cadbury American Depositary Shares, wherever located,
should read those filings, and any other filings made by Kraft Foods and Cadbury with the SEC
in
connection
with
the
recommended
offer,
as
they
contain
important
information.
Those
documents,
as
well
as
our
other
public
filings
with
the
SEC,
may
be
obtained
without
charge
at
the
SEC's
website at www.sec.gov
and
at our website at www.kraftfoodscompany.com.
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Powerful New Chapter
in
Our Growth Story
5
BMW: Reclaim rights as the worlds biggest and
best confectionery company
The best
of both
A global powerhouse in snacks, confectionery
and quick meals
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Four
Strategies:
Framework for Transformation
8
Reframe
Sales
Costs
Rewire
|
Rewire
Best People in the Right Jobs
9
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A Higher Purpose for
Our Work!
10
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Thousands of
Employees Helped Define
Our Heart and Soul
11
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Delicious
Is...
Taste
A promise to consumers
Fresh ideas to improve:
Our Workplaces
Our Communities
Our World
13
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A Delicious
Combination
15
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Our Values
16
We inspire trust
We act like owners
We keep it simple
We are open and inclusive
We tell it like it is
We lead from the head and the heart
We discuss. We decide. We deliver.
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Our Values are
Highly Compatible
17
We inspire trust
We act like owners
We keep it simple
We are open and inclusive
We tell it like it is
We lead from the head and the heart
We discuss. We decide. We deliver.
Performance
Quality
Integrity
Respect
Responsibility
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Phenomenal
Future
19
Impressive global reach
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Phenomenal
Future
20
Impressive global reach
Portfolio of iconic brands
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Phenomenal
Future
21
Impressive global reach
Portfolio of iconic brands
Tremendous growth
potential
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Phenomenal
Future
22
Impressive global reach
Portfolio of iconic brands
Tremendous growth
potential
Performance driven
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Doing Well By Doing
Good
Sustainability
Reducing our impact on the environment
Ensuring viability of our agricultural supplies
Making a difference in our communities
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Common
Understanding:
Its All About Growth
Integration = Cost synergies + growth opportunities
Scale = faster growth
Best of both = Listen, learn, decide
25
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Early Thoughts on
Integration
Back Room: Kraft Foods platform
Front Room: Best practice from either company
People: Best person for the right role
26
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Six Practical
Principles
Maintain business momentum
Follow the money (80/20)
Capture best of both
Treat people fairly and
with respect
Move quickly
Communicate
27
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Senior Management
Recommendations
Within 45 days:
Executive team
Region, area & country leaders
Direct reports to functional leaders
28
*Subject to local requirements
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Senior Management
Recommendations
Within 45 days:
Executive team
Region, area & country leaders
Direct reports to functional leaders
Within 90 days:
Boards & leadership teams for regions, areas, countries
Consolidation decisions
*Subject to local requirements
29
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Senior Management
Recommendations
Within 45 days:
Executive team
Region, area & country leaders
Direct reports to functional leaders
Within 90 days:
Boards & leadership teams for regions, areas, countries
Consolidation decisions
Within 6 months:
Common manufacturing strategy
*Subject to local requirements
30
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Speak Up!
31
moredeliciousthanever.com
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In The Days
Ahead
Keep an open mind
Focus on facts
Work together
Judge success based on actions, results
Keep growing your business
33
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