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Cadbury to Accept Kraft Takeover

1/19/2010
On January 19, 2010, Kraft Foods detailed the terms of a recommended final offer for Cadbury. The board of Cadbury unanimously recommends that Cadbury Securityholders accept the terms of the final offer. Under the terms of the final offer, Cadbury Securityholders will be entitled to receive:
 
-- 500 pence in cash and 0.1874 New Kraft Foods Shares for each Cadbury Share
-- 2,000 pence in cash and 0.7496 New Kraft Foods Share for each Cadbury ADS,
 
representing, in aggregate, 840 pence per Cadbury Share and GBP 33.60 per Cadbury ADS (based on the closing share price of USD 29.58 per Kraft Foods Share on 15 January 2010, the last trading day prior to the date of this announcement and an exchange rate of USD 1.63 to GBP 1.00 on 18 January 2010).
 
In addition, Cadbury Shareholders will be entitled to receive 10 pence per Cadbury Share by way of a Special Dividend following the date on which the final offer becomes or is declared unconditional.
 
Commenting on the offer, Irene Rosenfeld, chairman and CEO of Kraft Foods, says:

"We have great respect for Cadbury's brands, heritage and people. We believe they will thrive as part of Kraft Foods. This recommended offer represents a compelling opportunity for Cadbury Shareholders, providing both immediate value certainty and upside potential in the combined company. For Kraft Foods Shareholders it transforms the portfolio, accelerates long-term growth and delivers highly attractive returns, while maintaining financial discipline."

Commenting on the offer, Roger Carr, chairman of Cadbury, says:

"We believe the offer represents good value for Cadbury shareholders and are pleased with the commitment that Kraft Foods has made to our heritage, values and people throughout the world. We will now work with the Kraft Foods' management to ensure the continued success and growth of the business for the benefit of our customers, consumers and employees."

Cadbury Securityholders who have previously accepted the original offer (and have not withdrawn those acceptances) will automatically be deemed to have accepted the terms of the final offer by virtue of their prior acceptances and therefore need take no further action. Other Cadbury Securityholders who wish to accept the recommended final offer must take action to accept it by 2 February 2010.
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