NORTHFIELD, ILL. — Kraft Foods Inc. this morning said the board of London-based Cadbury P.L.C. has accepted and recommended to shareholders a revised takeover offer valued at approximately $18.9 billion. Today was to be the final day for Kraft to raise its offer for Cadbury.

Kraft said the board unanimously endorsed the offer, which is believed to be worth 840p per share. Under terms of the revised offer, Cadbury shareholders would receive 500p in cash and 0.1874 new Kraft shares for each Cadbury share. In addition, shareholders also are set to receive 10p per Cadbury share by way of a special dividend, bringing the total to 850p.

As part of its previous offer, Kraft proposed paying 300p in cash and 0.2589 in new Kraft Foods shares per Cadbury share. The offer valued each Cadbury share at about 770p and valued the entire issued share capital of Cadbury at about $17.1 billion.

“We have great respect for Cadbury’s brands, heritage and people,” said Irene Rosenfeld, chairman and chief executive officer of Kraft Foods. “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, added, “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.”

Cadbury shareholders who wish to accept the recommended final offer must take action by Feb. 2, 2010.
Kraft shares fell 3% in early morning trading Jan. 19, while Cadbury shares rose nearly 4% to a record 838p.