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Cadbury plc (CBRY)

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Monday 09 November, 2009

Cadbury plc

Cadbury Response to Kraft Foods Formal Offer


9 November 2009

Cadbury Statement in Response to Announcement by Kraft Foods of a Formal Offer 

Cadbury plc ("Cadbury") notes the announcement of an unsolicited offer by Kraft
Foods Inc. ("Kraft") of 300p and 0.2589 Kraft shares per Cadbury share,
implying a value for each Cadbury share of 717 pence (based on the closing
price of USD 26.78 for a Kraft share on 6 November 2009 and an exchange rate of
1.6609 USD / GBP) (the "Offer").

The Offer's cash price per share and exchange ratio are unchanged from Kraft's
announcement of 7 September. However, due to the fall in the Kraft share price
since then, the implied value for each Cadbury share is around 4% lower. Therefore,
the Offer is worse than the proposal that the Board has previously rejected as
fundamentally undervaluing Cadbury and its prospects.

Accordingly, the Board recommends shareholders reject the Offer and in due
course will be communicating with shareholders to set out in more detail why it
believes the Offer falls well short of reflecting the value of Cadbury.

Roger Carr, Chairman of Cadbury, said: "The repetition of a proposal which is
now of less value and lower than the current Cadbury share price does not make
it any more attractive. As a result, the Board has emphatically rejected this
derisory offer and has strengthened its resolve to ensure the true value of
Cadbury is fully understood by all.

"Cadbury is an exceptional standalone business. It has strong iconic brands, a
sharp category focus and an enviable geographic scope. Our successful financial
delivery and strong business model reinforce the Board's belief in both the
strategy and prospects of Cadbury as an independent company.

"Kraft's offer does not come remotely close to reflecting the true value of our
company, and involves the unattractive prospect of the absorption of Cadbury
into a low growth conglomerate business model.

"I am confident Cadbury will deliver significant value - which should accrue
wholly to our shareholders."

Ends

For Further Information:                                                       
                                                                               
Cadbury plc                                      +44 1895 615000               
                                                                               
                                                 http://www.cadbury.com        
                                                                               
Capital Market Enquiries                         +44 1895 615124               
                                                                               
John Dawson, Michelle Rees and Basak Kotler                                    
                                                                               
Media Enquiries                                                                
                                                                               
Cadbury                                          +44 1895 615011               
                                                                               
Trevor Datson                                                                  
                                                                               
Finsbury                                         +44 20 7251 3801              
                                                                               
Rollo Head                                                                     
                                                                               
Finsbury US                                      +1 212 303 7600               
                                                                               
Andy Merrill and Jeremy Fielding                                               

About Cadbury

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.

Forward Looking Statements

Except for historical information and discussions contained herein, statements
contained in these materials may constitute "forward looking statements" within
the meaning of Section 27A of the US Securities Act of 1933, as amended, and
Section 21E of the US Securities Exchange Act of 1934, as amended. Forward
looking statements are generally identifiable by the fact that they do not
relate only to historical or current facts or by the use of the words "may",
"will", "should", "plan", "expect", "anticipate", "estimate", "believe",
"intend", "project", "goal" or "target" or the negative of these words or other
variations on these words or comparable terminology. Forward looking statements
involve a number of known and unknown risks, uncertainties and other factors
that could cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward looking statements. These forward looking statements are based on
numerous assumptions regarding the present and future strategies of each
business and the environment in which they will operate in the future. In
evaluating forward looking statements, you should consider general economic
conditions in the markets in which we operate, as well as the risk factors
outlined in our Form 20-F filed with the US Securities and Exchange Commission
and posted on Cadbury plc's website www.cadbury.com. These materials should be
viewed in conjunction with our periodic half yearly and annual reports and
other filings filed with or furnished to the Securities and Exchange
Commission, copies of which are available from Cadbury plc, Cadbury House,
Uxbridge Business Park, Sanderson Road, Uxbridge UB8 1DH, UK and from the
Securities and Exchange Commission's website at www.sec.gov. Cadbury plc does
not undertake publicly to update or revise any forward looking statement that
may be made in these materials, whether as a result of new information, future
events or otherwise. All subsequent oral or written forward-looking statements
attributable to Cadbury plc or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.

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.

Notes on Financial Advisers

Goldman Sachs International, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Cadbury and no one else
in connection with the Offer and will not be responsible to anyone other than
Cadbury for providing the protections afforded to clients of Goldman Sachs
International nor for providing advice in connection with the Offer or any
other matters referred to in this announcement.

UBS Limited, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Cadbury and no one else in connection with
the Offer and will not be responsible to anyone other than Cadbury for
providing the protections afforded to clients of UBS Limited nor for providing
advice in connection with the Offer or any other matters referred to in this
announcement.

Morgan Stanley & Co. Limited is acting exclusively for Cadbury and no one else
in connection with the Offer and will not be responsible to anyone other than
Cadbury for providing the protections afforded to clients of Morgan Stanley &
Co. Limited nor for providing advice in connection with the Offer or any other
matters referred to in this announcement.

Notes on US Filing Requirements

In the United States, Cadbury will file a Solicitation/Recommendation Statement
with the U.S. Securities and Exchange Commission (the "SEC") on Schedule 14D-9
following commencement of a tender offer within the meaning of Rule 14d-2 under
the Securities Exchange Act of 1934 and holders of ordinary shares and American
Depositary Shares are advised to read it when it becomes available as it will
contain important information. Copies of the Schedule 14D-9 and other related
documents filed by Cadbury will be available free of charge on the SEC's
website at http://www.sec.gov. In addition, documents filed with the SEC by
Cadbury may be obtained free of charge by contacting Cadbury's media or
investor relations departments or on Cadbury's website at http://
www.cadbury.com. Any documents filed by Kraft, including any registration
statement on Form S-4 (which will include a preliminary prospectus) and related
exchange offer materials as well as any Tender Offer Statement on Schedule TO,
will also be available free of charge on the SEC's website.

Appendix - Bases and Assumptions

 1. Unless otherwise stated, financial and other information concerning Cadbury
    and Kraft has been extracted from the annual reports of Cadbury and Kraft
   
 2. The stated share price of Kraft is based on the closing price provided by
    the New York Stock Exchange on 6 November 2009, the last business day
    preceding this announcement
   
 3. The stated exchange rate of $1.6609 : £1 is the closing US dollar /
    sterling rate quoted by WM / Reuters at 16:00 on 6 November 2009, the last
    business day preceding this announcement
   
 4. The Cadbury brands value share and market position information contained in
    this announcement has been sourced from Euromonitor IMIS 2008 Brand Shares
    and Euromonitor IMIS 2008 Company Shares data
   
3