Factbox: Kraft/Cadbury combined vital statistics and history

LONDON Tue Jan 19, 2010 10:37am EST

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LONDON (Reuters) - Kraft Foods is set to buy Cadbury in an 11.9 billion pounds ($19.6 billion) deal after the U.S. food giant raised its offer, winning over management at the British confectioner and ending a four-month standoff. [ID:nL9294700]

Following are details of the deal and vital statistics of the combined company:

THE NEW COMPANY

* Combined group will be number one in the chocolate and confectionery industry by revenue, overtaking Mars

* Combined revenues of close to $60 billion in 2008 mean Kraft remains world's second biggest food group behind Nestle

* Group will have 40 confectionery brands that each have annual sales in excess of $100 million

* Will have leading position in developing markets, including in Brazil, Russia, India, China, and Mexico

* Cadbury brands such as Dairy Milk bars, Roses chocolates, Trident gum and Halls cough drops join Kraft products such as Toblerone and Milka chocolate bars and Oreo cookies

DETAILS OF OFFER

* Cadbury shareholders will receive 500 pence cash and 0.1874 new Kraft share for each Cadbury share.

* For each Cadbury ADS, shareholders will receive 2,000 pence and 0.7496 new Kraft share.

* Offer equates to 840 pence per Cadbury share and 3,360 pence per Cadbury ADS, based on a Kraft share price of $29.58 (January 15 closing price) and an exchange rate of 1.63 dollars to the pound.

* In addition, Cadbury shareholders will get 10 pence per share by way of a special dividend

* Offer values Cadbury at approximately 11.9 billion pounds

* Offer represents a multiple of 13.0 times Cadbury's underlying 2009 EBITDA

* Kraft to reduce the number of acceptances required from 90 percent to 50 percent plus one Cadbury Share

* Final offer does not require the approval of Kraft shareholders

* Full acceptance will result in the issue of 265 million new Kraft shares, representing 15 percent of its enlarged share capital

* Cadbury says considers offer fair and reasonable

RATIONALE

* Kraft sees pretax cost savings of at least $675 million annually realized by the end of the third year at an implementation cost of $1.3 billion

* Accretion to earnings per share in 2011 of approximately $0.05 on a cash basis

* Kraft sees return on investment well in excess of its cost of capital

* Kraft expects to revise long-term growth targets to 5+ percent for revenue and 9-11 percent for earnings per share from 4+ percent and 7-9 percent respectively

* Increased scale for both companies in developing markets such as Brazil, Russia and China, where Kraft has a stronger presence, and India, Mexico and South Africa, where Cadbury holds leading positions

OTHER DETAILS

* Kraft has given assurances that existing contractual employment rights, including pension rights, of all Cadbury employees will be fully safeguarded

* Lazard & Co., Centerview Partners UK LLP, Citigroup, Deutsche Bank acted as financial advisers to Kraft

* Goldman Sachs, Morgan Stanley & Co and UBS acted for Cadbury

* Cadbury shareholders who wish to accept the offer must take action by 1300 GMT on February 2

(Compiled by Paul Hoskins)

($1 = 0.6086 pound)

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