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Cadbury Offers to Buy Rest of Dr Pepper-Seven Up

January 26, 1995 GMT

LONDON (AP) _ The confectionary conglomerate Cadbury Schweppes PLC offered $1.71 billion today to acquire the rest of Dr Pepper-Seven-Up Cos. Inc. and said the U.S. soft drink concern’s board supports the deal.

The merger would make Cadbury the No. 3 player in the $49 billion U.S. soft drink industry, behind beverage leaders Coca-Cola Co. and Pepsi-Cola Co.

It would enable chairman Dominic Cadbury to achieve his goal of a dominant position in the growing non-cola sector of the world’s biggest market.

Dr Pepper-Seven Up, based in Dallas, currently ranks as the third biggest U.S. soft drink company with about 11 percent of the market.

Cadbury has about 5 percent of the U.S. market with brands including Schweppes, Canada Dry, Crush, A&W and Sunkist.

Cadbury offered $33 per share in cash for the 77 percent of Dr Pepper shares it doesn’t already own. Dr Pepper closed at $30.50 a share Wednesday on the New York Stock Exchange.

Cadbury said it would finance the offer by raising $632 million from shareholders. The company will raise another $177.6 million through an unusual arrangement in which it will ask shareholders to take extra stock in lieu of dividend payments.

The remaining money will come a planned preferred stock offering in the United States and from borrowing. Cadbury is also assuming $828.4 million in Dr Pepper debt but says it can afford the purchase without harming earnings per share.

``This is a great deal strategically, and also one we can manage financially,″ David Wellings, Cadbury’s group chief executive, said at a news conference here.

Michael Bourke, an associate director at the brokerage Panmure Gordon & Co. Ltd. in London, said Cadbury was paying a full price after Dr Pepper spent months playing hard to get.

``I don’t think they could have gotten any more out of Cadbury,″ Bourke said after listening to Cadbury executives explain their deal.

Cadbury will get global rights to sell Dr Pepper brands, but only U.S. rights to sell Seven-Up brands. Pepsi-Cola owns the international rights to Seven-Up brands.

The merger with Dr Pepper will likely lead to a job losses in the United States, but Cadbury executives would not say how many people could be affected.

A Cadbury takeover of Dr Pepper has been viewed by many beverage industry analysts as inevitable ever since Cadbury increased its stake in the company to 25.9 percent from 5.7 percent with a $231 million stock purchase in 1993.

Cadbury currently owns 23 percent of Dr Pepper.

Following recent speculation on Wall Street and reports in British newspapers that the deal was near, Cadbury issued a statement early Monday confirming it was in ``detailed talks″ with Dr Pepper about such an acquisition. But the two sides stayed mum about details.

Analysts say the deal makes good strategic sense.

Cadbury ranks third in the global soft drinks industry but runs a distant fourth in America. A combination with Dr Pepper would make it third with 16 percent of the market after Coca-Cola at 41 percent and Pepsi at 32 percent.

A merger would give Cadbury the clout it wants in America _ a top position in the growing non-cola sector of the soft drinks market _ and provide Dr Pepper with greater ability to grow internationally.

Despite Cadbury’s overtures to Dr Pepper, relations between the companies had seemed less than cordial, at least publicly. Shortly after Cadbury came calling, Dr Pepper adopted ``poison pill″ measures to make a takoever more difficult and it has steadfastly refused to give Cadbury any representation on the board.

After increasing its stake in Dr Pepper, Cadbury made it clear it was interested in a bigger chunk of the U.S. market with a $334 million purchase of A&W Brands Inc., the top root beer maker, based in White Plains, N.Y.