CADBURY SCHWEPPES TO ACQUIRE DR PEPPER SEVEN-UP FOR $33.00 PER SHARE.LONDON and DALLAS--(BUSINESS WIRE)--Jan. 26, 1995--Cadbury Schweppes (CADBY) and Dr Pepper/Seven-Up (DPS Minicomputer series from Bull HN. 1. (language, text) DPS - Display PostScript. 2. (language) DPS - A real-time language with direct expression of timing requests. ["Language Constructs for Distributed Real-Time PRogramming", I. ) announced that they have entered into a merger agreement pursuant to which the Board of Dr Pepper/Seven-Up will unanimously recommend to its shareholders acceptance of a cash tender offer to be made by DP/SU Acquisition Inc., a wholly owned US subsidiary of Cadbury Schweppes Cadbury Schweppes plc is a confectionery and beverage company with its headquarters in Berkeley Square, London, England, UK. Cadbury Schweppes is currently the only major international confectionery manufacturer to produce Fairtrade or organic products, which it sells through its , for the outstanding shares of common stock in Dr Pepper/Seven-Up not already owned by Cadbury Schweppes at a price of $33 per share. The total consideration for all shares outstanding not already owned by Cadbury Schweppes will be US$1,711 million (1,076 million pounds sterling). Dominic Cadbury Sir Dominic Cadbury (born 12 May, 1940) is a British businessman and member of the Cadbury chocolate manufacturing dynasty. He is the sixth Chancellor of Birmingham University. , Chairman of Cadbury Schweppes, said today: "The acquisition of Dr Pepper/Seven-Up represents a major strategic milestone for Cadbury Schweppes. The brand combination is a powerful and logical one in the largest soft drinks market in the world. Both businesses have substantial marketing strength which, in combination and directed skillfully, can only enhance the reach and penetration of the total portfolio. I am delighted that the Board of Dr Pepper/Seven-Up has agreed to recommend our offer." John Albers, Chairman, President and Chief Executive Officer of Dr Pepper/Seven-Up said today: "This is an outstanding return for our shareholders. The $33 price per hare values Dr Pepper/Seven-Up in excess of $3 billion including debt. This value reflects the extraordinary contribution of the entire Dr Pepper/Seven-Up family, including its employees, bottlers and customers. The combination of Cadbury Schweppes' and Dr Pepper/Seven-Up brands will maximize opportunities for growth both in the US soft drinks market and internationally." The offer is subject to the tender of a number of shares which, together with shares already owned by Cadbury Schweppes, is equivalent to a majority of the shares and will be followed by a merger of DP/SU Acquisition Inc., with Dr Pepper/Seven-Up in which each outstanding common share will be converted into $33 in cash. Consummation of the transaction is subject to the satisfaction of certain conditions including approval by Cadbury Schweppes shareholders and the expiry or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976. Goldman Sachs The Goldman Sachs Group, Inc., or simply Goldman Sachs (NYSE: GS) is one of the world's largest global investment banks. Goldman Sachs was founded in 1869, and is headquartered in the Lower Manhattan area of New York City at 85 Broad Street. is acting as financial advisor and dealer manager in connection with the tender offer. Kleinwort Benson Kleinwort Benson was a merchant bank based in London. North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. is acting as joint dealer manager and Kleinwort Benson Limited is the UK financial advisor. BT Securities Corp. and Donaldson, Lufkin and Jenrette Securities Corporation are providing financial advice to Dr Pepper/Seven-Up. CONTACT: Cadbury Schweppes, London Chris Milburn, Director, Corporate Communications Corporate communications is the process of facilitating information and knowledge exchanges with internal and key external groups and individuals that have a direct relationship with an enterprise. Tel: 44 71 409 1313 Dr Pepper/Seven-Up, Dallas Jim Ball, 214-360-7812 Gavin Anderson & Company, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Cameron King, 212-373-0200 |
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