CBRY Cadbury

 
TIDMCBRY 
 
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 
 
                                                                5 February 2010 
 
                                     OFFER 
 
                                      by 
 
                               KRAFT FOODS INC. 
 
                                      for 
 
                                  CADBURY PLC 
 
                    Notice of Delisting and Related Matters 
 
Kraft Foods announced on 2 February 2010 that all of the Conditions to its 
recommended Final Offer had been satisfied or waived and, accordingly, the 
Offer was wholly unconditional. 
 
Level of acceptances 
 
As at 5.00 p.m. (London time) on 4 February 2010, Kraft Foods had received 
valid acceptances of the Offer in respect of a total of 1,038,720,625 Cadbury 
Shares (including those represented by Cadbury ADSs), representing 
approximately 75.41 per cent. of the existing issued share capital of Cadbury. 
 
Delisting and re-registration 
 
As Kraft Foods is in receipt of valid acceptances in respect of at least 75 per 
cent. of the existing issued share capital of Cadbury, Cadbury confirms that 
the 20 Business Days' notice period for the cancellation of the listing of 
Cadbury Shares on the Official List and the trading on the London Stock 
Exchange for listed securities has commenced. It is anticipated that 
cancellation of listing and trading will take effect no earlier than 8.00 a.m. 
(London time) on 8 March 2010. Cadbury intends to apply for the delisting of 
Cadbury ADSs from the NYSE, in so far as practicable effective on the same date 
as the cancellation of delisting and trading of the Cadbury Shares. As promptly 
as practicable, Cadbury intends to terminate its ADS program and the Deposit 
Agreement. 
 
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. 
 
Acceptance of the Offer 
 
The Final Offer remains open until further notice and at least 14 days' notice 
will be given if Kraft Foods decides to close the Final Offer. 
 
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) sent to Cadbury Securityholders on 20 January 2010. The Final 
Offer Documents are also available on Kraft Foods' website ( 
www.transactioninfo.com/kraftfoods). 
 
Compulsory acquisition 
 
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. 
 
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. 
 
Enquiries 
 
Kraft Foods 
 
Perry Yeatman (Media)                   +1 847 646 4538 
 
Chris Jakubik (Investors)               +1 847 646 5494 
 
Cadbury 
 
John Dawson (Investors)                 +44 1895 615124 
 
Brunswick Group (public relations) 
 
Richard Jacques                         +44 20 7404 5959 
 
Jonathan Glass                          +44 20 7404 5959 
 
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. 
 
 
 
 
 
 
 
END 
 

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