Offer by Kraft Foods Inc. for Cadbury PLC
February 25 2010 - 2:00AM
UK Regulatory
TIDMCBRY
RNS Number : 6385H
Kraft Foods Inc.
24 February 2010
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
24 February 2010
OFFER
by
KRAFT FOODS INC.
for
CADBURY PLC
Publication of Supplementary Prospectus and result of elections under the Mix
and Match Facility received during the Subsequent Offer Period
Introduction
On 4 December 2009, Kraft Foods published offer documentation relating to the
Offer, including the Prospectus. Revised offer documentation was published on 19
January 2010. On 14 January 2010 and 19 January 2010, Kraft Foods published
supplementary prospectuses in connection with the Offer.
On 2 February 2010, Kraft Foods declared its recommended Final Offer wholly
unconditional.
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.
Publication of Supplementary Prospectus
Kraft Foods announces that it has today published a further supplementary
prospectus (the "Supplementary Prospectus") in connection with its Offer
relating to, amongst other information, the Current Report on Form 8-K filed
with the SEC on 16 February 2010. The Form 8-K includes Kraft Foods' financial
statements for the year ended 31 December 2009 and Management's Discussion and
Analysis of Financial Condition and Results of Operations.
A copy of the Supplementary Prospectus is available on Kraft Foods' website
(www.transactioninfo.com/kraftfoods) and will also be available for inspection
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ,
England until the later of 31 March 2010 and the closure of the Offer.
Withdrawal rights
Following the publication of the Supplementary Prospectus, a Cadbury
Securityholder who accepted the Final Offer at any time after 1 p.m. (London
time) / 8 a.m. (New York City time) on 16 February 2010 and who has a statutory
right of withdrawal pursuant to section 87Q of the UK Financial Services and
Markets Act 2000 ("FSMA") may withdraw his acceptance of the Final Offer before
the end of the period of two Business Days, beginning with the first Business
Day after the date on which the Supplementary Prospectus was published.
Further information on how to exercise this right of withdrawal is set out in
the Supplementary Prospectus.
Cadbury Securityholders who have accepted the Final Offer prior to the
publication of the Supplementary Prospectus and who do not have statutory
withdrawal rights pursuant to section 87Q FSMA are not able to withdraw their
acceptance of the Final Offer.
Result of elections under the Mix and Match Facility
Kraft Foods will settle valid elections under the Mix and Match Facility
received between 1 p.m. (London time) / 8 a.m. (New York City time) on 16
February 2010 and 1 p.m. (London time) / 8 a.m. (New York City time) on 23
February 2010 together on the same settlement date. Accordingly, to the extent
possible, each election received under the Mix and Match Facility during this
period will be off-set against the other such elections received during this
period.
During this period: (i) valid elections for additional New Kraft Foods Shares
under the Mix and Match Facility had been received in respect of 24,801,448
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 1,718,654 Cadbury Shares (including those represented by Cadbury
ADSs).
Accordingly, valid elections received during this period: (i) for additional New
Kraft Foods Shares will be scaled down on a pro rata basis; and (ii) for
additional cash 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 0.200386 New
Kraft Foods Shares and GBP 4.793000 in cash per Cadbury Share and 0.801544 New
Kraft Foods Shares and GBP 19.172000 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 7.987148 in cash per
Cadbury Share and GBP 31.948592 in cash per Cadbury ADS, in each case in respect
of which a valid election has been made.
Given the current availability of withdrawal rights, the result of elections
under the Mix and Match Facility during this period is preliminary only. If the
result of elections under the Mix and Match Facility changes due to the exercise
of such withdrawal rights by Cadbury Securityholders, Kraft Foods shall announce
such change as soon as reasonably practicable.
The Mix and Match Facility will remain open until the end of the Subsequent
Offer Period.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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