Cadbury shareholders approve Kraft takeover

A demonstrator holds a placard during a protest near the Houses of Parliament in central London, February 2, 2010.

LONDON/CHICAGO (Reuters) - Kraft Foods won control of Cadbury on Tuesday as holders of almost 72 percent of the British chocolatier's stock accepted the 11.7 billion pound takeover that will create the world's biggest confectioner.

Kraft needed just 50 percent plus one share to take control of Cadbury. Chief Executive Irene Rosenfeld expects to complete the deal in the coming weeks as remaining Cadbury shareholders come forward to accept the cash and stock bid.

"We are confident that, given the strong support that we got in the tender, in the coming days and weeks we will be able to finish the process," Rosenfeld said in a telephone interview from London on Tuesday as she munched on a Cadbury's Dairy Milk chocolate bar.

The majority approval caps a five-month battle for Cadbury that tested Rosenfeld's leadership and drew harsh words from Cadbury's top brass in the confectioner's defense.

Rosenfeld is taking the next steps toward integrating the world's No. 2 confectioner into the second-largest food maker. She met on Tuesday with UK Business Secretary Peter Mandelson, who wants to protect about 4,500 British Cadbury jobs.

Kraft promised $675 million of annual cost savings from the deal, which means some of Cadbury's 45,000 workers around the world will lose their jobs, analysts said.

Rosenfeld did not make promises about specific jobs, instead telling Reuters that the deal is meant to increase sales of Cadbury and Kraft products.

"The discussion of the UK job situation has been very exaggerated," Rosenfeld said. "We actually expect this will be a net positive for the UK."

Cadbury's leaders will leave; Chairman Roger Carr and the board will go after certifying Cadbury's 2009 results.

Cadbury CEO Todd Stitzer and Chief Financial Officer Andrew Bonfield will help Kraft integrate Cadbury into the Northfield, Illinois-based food maker, but will step out of the direct chain of command, Rosenfeld said.

Cadbury's workers gathered in central London as the votes were counted to urge the government to protect Cadbury's British workforce and future investment at its British sites as they join with Kraft's 98,000 global staff.

Kraft shares rose 1.6 percent. Cadbury closed up 1 percent at 840 pence.

DAIRY MILK, AND MILKA

The Kraft-Cadbury combination brings together Cadbury's Dairy Milk chocolate, Halls cough drops and Trident gum with Kraft's portfolio of Milka and Toblerone chocolates, Oreo cookies, Maxwell House coffee and Philadelphia cream cheese.

Once Kraft gains 75 percent of Cadbury's shares, it can delist them. At more than 90 percent, it can force remaining Cadbury shareholders to sell.

The London Stock Exchange said it expects Cadbury to be delisted by the start of trading on February 8. Kraft said its final offer would remain open until further notice.

Cadbury's annual sales are only one-fifth of Kraft's, but the British group will contribute to growth in a combined company with more than $50 billion in sales. Kraft will still be the No. 2 food group after Nestle but will edge past Mars Inc to be the world's top confectioner.

Kraft struck a deal to buy Cadbury on January 19 in an offer that valued Cadbury shares at 840 pence each, with 60 percent of the price coming as cash and the rest in new Kraft shares. With a fall in Kraft shares, the value of the bid is around 830p a Cadbury share.

Moody's Investors Service on Tuesday said it is no longer reviewing Kraft's ratings for downgrade, saying the company was likely to restore any damage to its credit profile from the acquisition. But it gave Kraft a negative outlook, saying the company needed to commit to reducing debt.

Last month, potential Cadbury suitors such as Hershey, Italy's Ferrero and Nestle ruled out bids. Hershey reported a higher-than-expected quarterly profit on Tuesday and defended its decision to back away from bidding on Cadbury.

Hershey could lose a license to sell Cadbury products in the United States if Kraft decides to bring production of those products in house after current agreements expire. Rosenfeld said it was too early to speculate about such actions.

(Additional reporting by Tim Castle; editing by Mike Nesbit, Will Waterman, Steve Orlofsky and Robert MacMillan)

($1=.6278 Pounds)