Offer by Kraft Foods Inc. for Cadbury PLC -- Result of Elections Under the Mix and Match Facility Received During the Subsequent Offer Period and Compulsory Acquisition
NORTHFIELD, Ill., April 19, 2010 /PRNewswire via COMTEX/ --On 2 February 2010, Kraft Foods declared its recommended Final Offer wholly unconditional.
The Final Offer closed for acceptance at 1 p.m. (London time) / 8 a.m. (New York City time) on 16 April 2010.
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 13 April 2010 and 1 p.m. (London time) / 8 a.m. (New York City time) on 16 April 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 33,016 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 23,154 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 0.318815 New Kraft Foods Shares and GBP 2.905147 in cash per Cadbury Share and 1.275260 New Kraft Foods Shares and GBP 11.620588 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 7.987114 in cash per Cadbury Share and GBP 31.948456 in cash per Cadbury ADS, in each case in respect of which a valid election has been made.
Level of acceptances and compulsory acquisition
As at 1 p.m. (London time) / 8 a.m. (New York City time) on 16 April 2010, Kraft Foods had acquired (by virtue of valid acceptances of the Offer or by way of a compulsory acquisition) 1,395,157,731 Cadbury Shares (including those represented by Cadbury ADSs), representing approximately 99.97 per cent. of the existing issued share capital of Cadbury and approximately 99.97 per cent. of the voting rights of Cadbury.
Consequently, on 16 April 2010, Kraft Foods commenced the procedure under Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily all of the outstanding Cadbury Shares (including any Cadbury Shares represented by Cadbury ADSs) which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.
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.
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 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, 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.
SOURCE Kraft Foods Inc.