8-KAcquisitions & DispositionsExhibits & Filings

Mondelez International, Inc. 8-K Report, Acquisition Completed (Feb 3, 2010)

Filed February 3, 2010For Securities:MDLZ

Summary

This Form 8-K filing from Kraft Foods Inc. (the predecessor to Mondelez International, Inc. for this filing's context) on February 3, 2010, primarily announces the successful completion of its recommended final offer for Cadbury plc. The company received valid acceptances for approximately 71.73% of Cadbury's issued share capital, making the offer unconditional. This significant acquisition positions Kraft Foods to substantially expand its global confectionery business. The filing also notes that the offer will remain open for further acceptances, with at least 14 days' notice required before closure. Investors should note that the full financial statements and pro forma information related to the Cadbury acquisition will be filed separately within 71 days, which will provide crucial details on the financial impact of this major transaction.

Key Highlights

  • 1Kraft Foods Inc. announced that its recommended final offer for Cadbury plc has been accepted for 71.73% of Cadbury's issued share capital as of February 2, 2010.
  • 2All conditions related to the recommended final offer for Cadbury have been satisfied or waived, making the offer unconditional.
  • 3The offer terms included 500 pence in cash and 0.1874 shares of Kraft Foods common stock per Cadbury ordinary share, or 2,000 pence in cash and 0.7496 shares of Kraft Foods common stock per Cadbury ADS.
  • 4If fully accepted, the acquisition would result in the issuance of approximately 265 million shares of Kraft Foods common stock and approximately £7.1 billion in cash.
  • 5The recommended final offer for Cadbury will remain open for acceptance until further notice, with a minimum of 14 days' notice required for closure.
  • 6Kraft Foods Inc. will file the required financial statements and pro forma financial information for the acquired Cadbury business within 71 days.
  • 7The filing is formally from Kraft Foods Inc., which later became Mondelez International, Inc. after a spin-off.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the successful completion of Kraft Foods Inc.'s recommended final offer for Cadbury plc. It confirms that a significant majority of Cadbury's shares have been accepted, making the acquisition unconditional.

At the time of this filing, the full financial impact was not yet detailed. The company stated that it would issue up to approximately 265 million shares of its common stock and pay approximately £7.1 billion in cash if the offer was fully accepted. The detailed financial statements and pro forma information are to be filed later.

Kraft Foods Inc. committed to filing the required financial statements and pro forma financial information related to the Cadbury acquisition as soon as practicable, and no later than 71 days after the date this Form 8-K was required to be filed.

While the offer has been declared unconditional with over 71% of shares accepted, it remains open for further acceptances. Kraft Foods Inc. will provide at least 14 days' notice before closing the offer.