OFFER by KRAFT FOODS INC. for CADBURY PLC - Compulsory acquisition of outstanding Cadbury Shares
NORTHFIELD, Ill., Feb. 15 /PRNewswire-FirstCall/ --
Introduction
On 2 February 2010, Kraft Foods declared its recommended Final
Offer wholly unconditional.
(Logo:
http://www.newscom.com/cgi-bin/prnh/20090420/KRAFTLOGO)
The Final Offer remains open until further notice. Kraft Foods
will give at least 14 days' notice if Kraft Foods decides to close
the Final Offer.
Level of acceptances and compulsory acquisition
As at 1.00 p.m. (London time) on 12 February 2010, Kraft Foods
had received valid acceptances of the Offer in respect of
1,254,238,458 Cadbury Shares (including those represented by
Cadbury ADSs), representing approximately 90.76 per cent. of the
existing issued share capital of Cadbury and approximately 90.76
per cent. of the voting rights of Cadbury.
Consequently, Kraft Foods is today commencing the procedure
under Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily
all of the outstanding Cadbury Shares (including any Cadbury Shares
represented by Cadbury ADSs) which it does not already hold or has
not already acquired contracted to acquire or in respect of which
it has not already received valid acceptances.
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). The
Final Offer Documents are also available on Kraft Foods' website
(www.transactioninfo.com/kraftfoods).
Further information
If you have questions in relation to the Offer and you are not a
Cadbury US Shareholder, Cadbury Canadian Shareholder or Cadbury ADS
Holder, please telephone Computershare Investor Services PLC on
0870 889 3144 (from within the UK), or on +44 870 889 3144 (from
outside the UK).
If you have questions in relation to the Offer and you are a
Cadbury US Shareholder, Cadbury Canadian Shareholder or Cadbury ADS
Holder, please telephone Georgeson on +1 (212) 440 9800 (Banks and
Brokers), +1 (800) 868 1391 (Toll Free in the United States) or +1
(212) 806 6859 (from outside the United States).
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 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.
SOURCE Kraft Foods
/CONTACT: Media, Perry Yeatman, +1-847-646-4538, or Investors,
Chris Jakubik, +1-847-646-5494, both of Kraft Foods; or Richard
Jacques, +44 20 7404 5959, or Jonathan Glass, +44 20 7404 5959,
both of Brunswick Group, for Kraft Foods
/Web site: http://www.kraftfoodscompany.com
