Cadbury Notes the Takeover Panel Deadline
30 Septembre 2009 - 5:04PM
Business Wire
Cadbury plc ("Cadbury" or "the Group") notes today's
announcement by the Takeover Panel Executive that it has imposed a
deadline of 5.00pm on 9 November 2009, by which time Kraft Foods
Inc (“Kraft”) must, unless the Takeover Panel Executive consents
otherwise, either announce a firm intention to make an offer for
Cadbury under Rule 2.5 of the UK Takeover Code, or announce that it
does not intend to make an offer for Cadbury.
Kraft made a proposal to the Board of Cadbury on 28 August which
was rejected in a letter to the Chairman and CEO of Kraft on 31
August. On 7 September, Kraft published the terms of this proposal
and the Board of Cadbury confirmed that it had rejected the
proposal on the grounds that it made no strategic or financial
sense for Cadbury and fundamentally undervalued the Group and its
prospects. The Board’s view has not changed since then and the
Board reiterates its rejection of Kraft’s approach.
Roger Carr, Chairman of Cadbury said: “Cadbury has a strong
position in the global confectionery market and the Board is
confident in Cadbury’s standalone pure play strategy and growth
prospects. We have made our position on Kraft’s proposal very clear
and we welcome the Panel’s decision today in the interests of
obtaining clarity and certainty for our shareholders and employees
at the earliest opportunity.”
Notes to the editor
About Cadbury plc
Cadbury is one of the world's largest confectionery businesses
with number one or number two positions in over 20 of the world's
50 biggest confectionery markets. It also has the largest and most
broadly spread emerging markets business of any confectionery
company. With origins stretching back nearly 200 years, Cadbury's
brands include many global, regional and local favourites including
Cadbury Dairy Milk, Flake, Creme Egg and Green & Black's in
chocolate; Trident, Dentyne, Hollywood and Bubbaloo in gum; and
Halls, Cadbury Eclairs, Bassett’s and The Natural Confectionery Co.
in candy.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the
“Code”), if any person is, or becomes, “interested” (directly or
indirectly) in 1% or more of any class of “relevant securities” of
Kraft or of Cadbury, all “dealings” in any “relevant securities” of
that company (including by means of an option in respect of, or a
derivative referenced to, any such “relevant securities”) must be
publicly disclosed by no later than 3.30pm (London time) on the
London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer
becomes, or is declared, unconditional as to acceptances, lapses or
is otherwise withdrawn or on which the “offer period” otherwise
ends. If two or more persons act together pursuant to an agreement
or understanding, whether formal or informal, to acquire an
“interest” in “relevant securities” of Kraft or Cadbury, they will
be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all “dealings” in
“relevant securities” of Kraft or of Cadbury by Kraft or Cadbury,
or by any of their respective “associates”, must be disclosed by no
later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
“relevant securities” “dealings” should be disclosed, and the
number of such securities in issue, can be found on the Takeover
Panel’s website at www.thetakeoverpanel.org.uk. “Interests in
securities” arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an
“interest” by virtue of the ownership or control of securities, or
by virtue of any option in respect of, or derivative referenced to,
securities.
Terms in quotation marks are defined in the Code, which can also
be found on the Panel’s website. If you are in any doubt as to
whether or not you are required to disclose a “dealing” under Rule
8, you should consult the Panel.
Publication on Cadbury Website
A copy of this announcement will be made available for
inspection on Cadbury’s website (www.cadbury.com) free of
charge.
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