TIDMCBRY
RNS Number : 4129G
Kraft Foods Inc.
31 January 2010
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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
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