Hershey / PA. (thc) The Hershey Company notes the recent press speculation regarding a potential offer for Cadbury PLC. Hershey confirms that it is reviewing its options and at this stage there can be no assurance that any proposal or offer from Hershey will be forthcoming.
In accordance with Rule 2.10 of the United Kingdom City Code on Takeovers and Mergers, Hershey confirms that it has 167’077’022 shares of Common Stock of 1,00 USD par value and 60’708’908 shares of Class B Common Stock of 1,00 USD par value in issue as at close of business on 18 November 2009. Hershey currently holds 132’113’142 shares of Common Stock in Treasury.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the United Kingdom City Code on Takeovers and Mergers (the «Code»), if any person is, or becomes, «interested» (directly or indirectly) in one percent or more of any class of «relevant securities» of Hershey or of Cadbury, all «dealings» in any «relevant securities» of that company (including by means of an option in respect of, or a derivative referenced to, any such «relevant securities») must be publicly disclosed by no later than 15:30 (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer (if any) becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the «offer period» otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an «interest» in «relevant securities» of Hershey or of Cadbury, they will be deemed to be a single person for the purpose of the said Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all «dealings» in «relevant securities» of Hershey or of Cadbury by Hershey or Cadbury, or by any of their respective «associates», must be disclosed by no later than 12:00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose «relevant securities» «dealings» should be disclosed, and the number of such securities in issue, can be found on the UK Takeover Panel´s website at thetakeoverpanel.org.uk.
«Interests in securities» arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an «interest» by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel´s website (see above). If you are in any doubt as to whether or not you are required to disclose a «dealing» under Rule 8, you should consult the Panel.
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