- Amended Statement of Ownership: Solicitation (SC 14D9/A)
January 27 2010 - 3:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)
CADBURY PLC
(Name of Subject Company)
CADBURY PLC
(Name of Person Filing Statement)
Ordinary Shares of 10p each
American Depositary Shares, each representing 4 Ordinary Shares, 10p per Ordinary Share
(Title of Class of Securities)
12721E102
(American Depositary Shares)
(CUSIP Number of Class of Securities)
Henry A. Udow
Chief Legal Officer & Group Secretary
Cadbury plc
Cadbury House, Sanderson Road, Uxbridge UB8 1DH
United Kingdom
01144 895 615000
Copy to:
Creighton OM. Condon
Shearman & Sterling (London) LLP
Broadgate West
9 Appold Street
London EC2A 2AP
United Kingdom
01144 20 7655 5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
On Behalf of the Person Filing Statement)
o
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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TABLE OF CONTENTS
This Amendment No. 13 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended from time to time, the
Statement
) originally
filed by Cadbury plc, a public limited company organized under the laws of England and Wales
(
Cadbury
), with the Securities and Exchange Commission on December 14, 2009, relating to
the offer by Kraft Foods Inc., a Virginia corporation (
Kraft Foods
), as disclosed in the
Tender Offer Statement on Schedule TO, dated December 4, 2009, as amended, to exchange each
outstanding ordinary share of 10p each of Cadbury (
Cadbury Shares
), including Cadbury
Shares represented by American Depositary Shares (
Cadbury ADSs
), for 500 pence in cash
and 0.1874 shares of Class A common stock, without par value, of Kraft Foods (
Kraft Foods
Shares
), upon the terms and subject to the conditions set forth in (i) the Preliminary
Prospectus/Offer to Exchange, dated December 4, 2009, as amended on December 23, 2009 and January
19, 2010 (as amended, the
Exchange Offer
) and (ii) the related Form of Acceptance and ADS
Letter of Transmittal (which, together with the Exchange Offer and any amendments or supplements
thereto from time to time, constitute the
Offer
). Except as specifically noted herein,
the information set forth in the Statement remains unchanged.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Statement is hereby amended and supplemented by adding the following at
the end of such item:
On January 22, 2010, Judge Cavanaugh issued his opinion (the
Opinion
)
granting the Defendants motion to dismiss the Dougherty Amended Complaint on the
grounds of
forum non conveniens
. The Opinion is attached as Exhibit (a)(32) and
incorporated herein by reference.
ITEM 9. EXHIBITS.
The following exhibits are filed herewith:
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Exhibit Number
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Description
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(a)(32)
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Opinion of The Honorable Dennis M. Cavanaugh of the United
States District Court for the District of New Jersey issued
on January 22, 2010
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SIGNATURE
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After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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/s/ JM Mills
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(Signature)
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JM Mills, Director of Group Secretariat
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(Name and Title)
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January 27, 2010
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(Date)
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EXHIBIT INDEX
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Exhibit Number
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Description
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(a)(32)
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Opinion of The Honorable Dennis M. Cavanaugh of the United
States District Court for the District of New Jersey issued
on January 22, 2010
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