NORTHFIELD, Ill., Aug. 14, 2012 /PRNewswire/ -- Kraft Foods
Inc. (NASDAQ: KFT) announced that its Board of Directors today
approved the spin-off of its North American grocery business and
declared a pro rata distribution of shares of Kraft Foods Group,
Inc. (which will hold the North American grocery business) to
holders of Kraft Foods Inc. common stock.
(Logo: http://photos.prnewswire.com/prnh/20090420/KRAFTLOGO)
The Board of Directors also declared a regular quarterly
dividend of $0.29 per share of Kraft
Foods Inc. common stock. This cash dividend is payable on
Oct. 15, 2012, to Kraft Foods Inc.
stockholders of record as of the close of business on Sept. 19, 2012.
Kraft Foods Inc. will complete the spin-off of its North
American grocery business at 5 p.m.
EDT on Oct. 1, 2012 (the
"distribution date") through a pro rata dividend of all outstanding
shares of Kraft Foods Group common stock it owns to its
shareholders of record as of the close of business on Sept. 19, 2012 (the "record date"). On the
distribution date, each Kraft Foods Inc. shareholder will receive
one share of Kraft Foods Group common stock for every three shares
of Kraft Foods Inc. common stock held by such shareholder on the
record date. The distribution of these shares will be made in
book-entry form, which means that no physical share certificates
will be issued.
No fractional shares of Kraft Foods Group common stock will be
issued. Instead, the distribution agent will aggregate fractional
shares of Kraft Foods Group common stock and sell the whole shares
in the open market. The aggregate net cash proceeds of the sales
will be ratably distributed to those shareholders who would
otherwise have received fractional shares of Kraft Foods Group
common stock.
Kraft Foods Inc. has received a private letter ruling from the
U.S. Internal Revenue Service and an opinion of tax counsel
confirming that the distribution of shares of Kraft Foods Group
common stock generally will not be taxable to Kraft Foods Inc. or
U.S. holders of Kraft Foods Inc. common stock. Cash received in
lieu of fractional shares will, however, be taxable. Shareholders
should consult their tax advisors with respect to U.S. federal,
state, local and non-U.S. tax consequences of the Kraft Foods Group
spin-off.
The distribution does not require shareholder approval, nor is
any shareholder action or payment necessary to receive shares
through the distribution of Kraft Foods Group common stock. Kraft
Foods Group has prepared an information statement that includes
material regarding the spin-off and its business following the
spin-off.
The distribution of Kraft Foods Group common stock is subject to
the satisfaction or waiver of certain conditions, including but not
limited to the effectiveness of the Registration Statement on Form
10 that Kraft Foods Group filed with the U.S. Securities and
Exchange Commission. Kraft Foods Inc. and Kraft Foods Group
currently expect that all conditions to the spin-off will be
satisfied on or before the distribution date.
About Kraft Foods
Kraft Foods Inc. (NASDAQ: KFT) is a global snacks powerhouse
with an unrivaled portfolio of brands people love. Proudly
marketing delicious biscuits, confectionery, beverages, cheese,
grocery products and convenient meals in approximately 170
countries, Kraft Foods had 2011 revenue of $54.4 billion. Twelve of the company's
iconic brands – Cadbury, Jacobs, Kraft,
LU, Maxwell House, Milka, Nabisco,
Oreo, Oscar Mayer,
Philadelphia, Tang
and Trident – generate revenue of more than $1 billion annually. A leader in
innovation, marketing, health & wellness and sustainability,
Kraft Foods Inc. is a member of the Dow Jones Industrial Average,
Standard & Poor's 500, NASDAQ 100, Dow Jones Sustainability
Index and Ethibel Sustainability Index. Visit
www.kraftfoodscompany.com and
www.facebook.com/kraftfoodscorporate.
Forward-Looking Statements
This press release contains a number of forward-looking
statements. Words, and variations of words, such as "expect,"
"will" and similar expressions are intended to identify our
forward-looking statements, including, but not limited to, the
timing and distribution mechanics of the spin-off; the tax-free
status of the spin-off and related transactions; our expectations
for our North American grocery business and global snacks business
following the spin-off; and our expectations regarding the
satisfaction of the conditions to the spin-off. These
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond our control, which could
cause our actual results to differ materially from those indicated
in our forward-looking statements. Please see our risk factors, as
they may be amended from time to time, set forth in our filings
with the SEC, including our most recently filed Annual Report on
Form 10-K and subsequent reports on Forms 10-Q and 8-K, as well as
Kraft Foods Group's Registration Statement on Form 10 filed with
the SEC. Kraft Foods Inc. and Kraft Foods Group each disclaims and
does not undertake any obligation to update or revise any
forward-looking statement in this press release, except as required
by applicable law or regulation.
– make today delicious –
SOURCE Kraft Foods Inc.