Kraft Foods Succeeds in Offer for Cadbury plc

Holders of 71.73 percent of Cadbury's outstanding shares have already accepted Kraft Foods' Final Offer as such, all of the conditions of the recommended Final Offer for Cadbury have been satisfied.

3 Feb 2010 --- Kraft Foods is pleased to announce that it has acquired control of Cadbury plc. The combination creates a global powerhouse in snacks, confectionery and quick meals with annual revenues of approximately $50 billion and sales in approximately 160 countries.  Holders of 71.73 percent of Cadbury's outstanding shares have already accepted Kraft Foods' Final Offer – as recommended by the Cadbury board.  As such, all of the conditions of the recommended Final Offer for Cadbury have been satisfied or waived, allowing Cadbury to become part of Kraft Foods.

"The combination of Kraft Foods and Cadbury creates a global powerhouse in snacks, confectionery and quick meals," said Irene Rosenfeld, Chairman and CEO.  "Together we have impressive global reach and an unrivalled portfolio of iconic brands, with tremendous growth potential.  I warmly welcome Cadbury employees into the Kraft Foods family and look forward to meeting many of them in the days and weeks ahead.  This combined company has a phenomenal future, and I firmly believe it will deliver outstanding returns to our shareholders." 

The Final Offer remains open. Cadbury Securityholders who have not yet accepted the Offer are encouraged to do so without delay.

Following receipt of sufficient acceptances (i.e. 75 per cent.), Kraft Foods intends to procure that Cadbury will apply for the cancellation of the listing of Cadbury Shares on the Official List and the trading on the London Stock Exchange for listed securities. Kraft Foods also intends to procure that, as soon as practicable, Cadbury will apply for the delisting of Cadbury ADSs from the NYSE and that Cadbury terminates its ADS program and the Deposit Agreement.

A notice period of not less than 20 Business Days prior to delisting from the London Stock Exchange will commence as soon as Kraft Foods has received sufficient acceptances to procure the delisting of the Cadbury Shares. Delisting is likely to reduce significantly the liquidity and marketability of any Cadbury Shares (including those represented by Cadbury ADSs) in respect of which the Offer has not been accepted.

It is also proposed that, after Cadbury Shares are delisted, Cadbury will be re-registered as a private company.

Kraft Foods intends, assuming it becomes so entitled (by receiving 90 per cent. acceptances), to acquire compulsorily any outstanding Cadbury Shares (including any Cadbury Shares represented by Cadbury ADSs) pursuant to the provisions of the 2006 Act.

The consideration to which any Cadbury Securityholder is entitled under the Offer will be settled in the case of complete acceptances received on or before 1 p.m. (London time) on the date of this announcement, on or before 16 February 2010; and in the case of complete acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Final Offer Documents.