Update: Cadbury agrees Kraft £11.9bn takeover bid

Update: Kraft Foods has agreed a recommended deal to buy Cadbury for around £11.9bn, increasing its offer to 840p per Cadbury share, in a move to create a “leader in the global foods and confectionery sector.”

The Cadbury board will advise its shareholders to accept the new offer of 840 pence a share – valuing the company at £11.9bn ($18.9bn). The offer would rise to 850p per share through a special dividend once it becomes unconditional.

In a statement, the companies say: “The boards of Kraft Foods Inc. and Cadbury plc confirm that they are finalising the terms of a recommended offer for Cadbury plc.”

Following last minute conversations on a revised deal, Kraft publshed the final offer, claiming it “reflects the strength of Cadbury’s business, its brands and the future potential for growth through the combination of Kraft Foods and Cadbury”.

It comes just days after Cadbury updated the details of its response document to Kraft’s £10.2bn takeover, claiming it fails to recognise the confectioner’s “outstanding financial performance for 2009”

Kraft says its final offer “represents a compelling opportunity for Cadbury securityholders” and “will provide thse potential for meaningful cost savings and revenue synergies”. It pledges to take a “best of both approach” to its marketing “augmenting the world-class capabilities of both Kraft Foods and Cadbury”. Kraft’s marketing is currently overseen by chief marketing officer Mary-Beth West. In Europe, Daryl Fielding started working with the company as its vice-president of marketing this month. Phil Rumbol handles Cadbury’s marketing in the UK.Tamara Minick-Scokalo is president of global commercial.

Should the offer become unconditional then “all employees will be fully safeguarded.”

Irene Rosenfeld, chairman and chief executive of Kraft Foods, says: “We have great respect for Cadbury’s brands, heritage and people. We believe they will thrive as part of Kraft Foods. This recommended offer represents a compelling opportunity for Cadbury shareholders, providing both immediate value certainty and upside potential in the combined company. For Kraft Foods shareholders it transforms the portfolio, accelerates long-term growth and delivers highly attractive returns, while maintaining financial discipline.”

Roger Carr, chairman of Cadbury, adds: “We believe the offer represents good value for Cadbury shareholders and are pleased with the commitment that Kraft Foods has made to our heritage, values and people throughout the world. We will now work with the Kraft Foods’ management to ensure the continued success and growth of the business for the benefit of our customers, consumers and employees.”

Hershey is reportedly still considering launching a solo takeover bid for Cadbury in a last-ditch attempt to rival Kraft’s revised offer for the UK confectionery brand after Ferrero walked away from joint-bid talks. The parties must make a deal official by 7.00 am on Monday 25 January by announcing either a firm intention to make an offer for Cadbury or by announcing that they do not intend to make an offer for Cadbury.

Kraft’s planned revised bid for a £10.2bn takeover is now the only confirmed bid for Cadbury. It was initially made in December and has been ongoing since September.

Kraft Foods chief executive and chairman Irene Rosenfeld, has strongly rebuffed Cadbury’s arguments that its bids were “derisory” and its company is “fundamentally unattractive”.

Cadbury investors have until February 2 to respond to Kraft’s offer. Fallon is the UK’s main agency of record in the UK and worked on famous campaigns such as “Gorilla” and “Eyebrows” in the last few years.

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