Cadbury shareholders approve Kraft takeover

LONDON (Reuters) - Kraft Foods received 71.73 percent acceptances from CADBURY (CBRY.LO) shareholders to seal its 11.7 billion pound ($18.6 billion) takeover in a deal that will create the world's largest confectionery group.

Kraft needed 50 percent plus one share to take control of Cadbury. Once it gains 75 percent then Kraft can delist Cadbury shares in London, while at more than 90 percent it can compulsorily purchase any minorities.

With the deal recommended by the Cadbury board and no rival bidder, the takeover of the British confectioner is expected to be completed soon.

North American food giant Kraft said its final offer would remain open until further notice as its chief executive, Irene Rosenfeld, encouraged Cadbury shareholders to accept its offer.

"The combination of Kraft Foods and Cadbury creates a global powerhouse in snacks, confectionery and quick meals. Together we have impressive global reach and an unrivalled portfolio of iconic brands, with tremendous growth potential," Rosenfeld said in a statement.

"I warmly welcome Cadbury employees into the Kraft Foods family and look forward to meeting many of them in the days and weeks ahead."

UK Business Secretary Peter Mandelson is set to meet Rosenfeld at around 1830 GMT, with Mandelson looking to protect around 4,500 British jobs at the Dairy Milk chocolate maker after it is swallowed up by Kraft.

Kraft has promised $675 million in annual cost savings from the deal, which will mean cuts to Cadbury's global workforce of more than 45,000 during the integration process, analysts said.

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

During an acrimonious near five-month bid battle, Cadbury Chairman Roger Carr attacked Kraft's business model, financial performance and record of integrating businesses, leaving Kraft's CEO Irene Rosenfeld to try and soothe worries.

Rosenfeld is expected to outline a strategy to win the hearts and mind of Cadbury's staff while delivering the cost savings and revenue growth she has promised to keep her largest shareholder Warren Buffett happy.

Cadbury's annual sales are only one-fifth of those at Kraft but the British group will be a major driver for growth in a combined company with over $50 billion of sales. Kraft will still be the world's No.2 food group after Nestle but will leapfrog Mars-Wrigley to be the world's biggest confectionery group.

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

Last month, potential Cadbury bidders like Hershey , Italy's Ferrero and Nestle ruled out bids leaving the field clear for Kraft to complete its deal for the British group. Hershey reported a better-than-expected quarterly profit on Tuesday but made no mention of Cadbury.

A Kraft-Cadbury combination will bring together Cadbury's Dairy Milk chocolate, Halls cough drops and Trident gum with Kraft's portfolio of Milka and Toblerone chocolates, Oreo biscuits, Maxwell House coffee and Philadelphia cheese.

(Additional reporting by Tim Castle; editing by Mike Nesbit, Rupert Winchester and Karen Foster)

($1=.6278 Pounds)

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