Offer by Kraft Foods Inc. for Cadbury PLC

 

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 [phone] (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 [phone] (Banks and Brokers), [phone] 
(Toll-Free in the United States) or [phone] (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)           | [phone]                 | 
+---------------------------------+---------------------------------+ 
| Chris Jakubik   (Investors)     | [phone]                 | 
+---------------------------------+---------------------------------+ 
| Brunswick Group (public         |                                 | 
| relations)                      |                                 | 
+---------------------------------+---------------------------------+ 
| Richard Jacques                 | [phone]                | 
+---------------------------------+---------------------------------+ 
| Jonathan Glass                  | [phone]                | 
+---------------------------------+---------------------------------+ 
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 
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