TIDMCBRY
RNS Number : 5828G
Kraft Foods Inc.
03 February 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
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 987,684,041Cadbury 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:
· 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
· 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.
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:
+------------+----------+-----------+---------+------------+
| Name | Nature | Number | Number | Percentage |
| | of | of | of | of |
| | interest | Cadbury | Cadbury | Cadbury's |
| | | Shares | ADSs | existing |
| | | | | issued |
| | | | | share |
| | | | | capital |
+------------+----------+-----------+---------+------------+
| Kraft | Long | 314,686 | 0 | 0.0229% |
| Foods | | | | |
| Global, | | | | |
| Inc. | | | | |
| Master | | | | |
| Retirement | | | | |
| Fund | | | | |
+------------+----------+-----------+---------+------------+
| Hasim | Long | 588 | 0 | 0.00004% |
| Salim(1) | | | | |
+------------+----------+-----------+---------+------------+
| Michael | Long | 6,188 | 0 | 0.00045% |
| Magee(2) | | | | |
+------------+----------+-----------+---------+------------+
| Citigroup | Short | 1,100 | 24,811 | 0.0073% |
| Global | | | | |
| Markets | | | | |
| Inc. | | | | |
+------------+----------+-----------+---------+------------+
| Barclays | Long | 4,703,430 | 0 | 0.3416% |
| Bank plc | | | | |
+------------+----------+-----------+---------+------------+
| Barclays | Long | 1,440 | 0 | 0.0001% |
| Wealth | | | | |
| Trustees | | | | |
| (Jersey) | | | | |
| Ltd | | | | |
+------------+----------+-----------+---------+------------+
(1) Hasim Salim is a director of PT Kraft Foods Company Indonesia.
(2) Michael Magee's 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.
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
+---------------------------------+---------------------------------+
| Kraft Foods | |
+---------------------------------+---------------------------------+
| Perry Yeatman | +1 847 646 4538 |
| (Media) | |
+---------------------------------+---------------------------------+
| Chris Jakubik | +1 847 646 5494 |
| (Investors) | |
+---------------------------------+---------------------------------+
| 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 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.
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
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