) --



said its board unanimously rejected a takeover offer from

Kraft Foods


, reiterating that the offer is "wholly inadequate" and recommending shareholders reject the bid.

"Cadbury is an exceptional business worth much more than the offer put forward by Kraft. It is clear to all that Cadbury is a particularly attractive asset in the sector with iconic brands, a sharp category focus and an enviable geographic footprint," said Cadbury Chairman Roger Carr in a statement Monday.

"Kraft is trying to buy Cadbury on the cheap to provide much needed growth to their unattractive low-growth conglomerate business model. Don't let Kraft steal your company with its derisory offer," Carr said.

Kraft took its offer of about $16.3 billion to buy Cadbury, the U.K. confectionary maker, to shareholders earlier this month, bypassing the Cadbury board. Cadbury has previously rejected Kraft's overtures and last month also called the offer "derisory."

Cadbury put forth the reasons why it should remain independent, saying Monday it expects organic revenue growth of 5% to 7% a year over the next four years, and improved margins of 16% to 19% by 2013.

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Cadbury reiterated that 2009 constant currency revenue growth would be around the middle of its 4%-6% goal range, and for an improvement of at least 135 basis points in constant currency trading margin.

Separately, a report in the U.K.'s

Sunday Telegraph

said Cadbury and


(HSY) - Get Hershey Company (HSY) Report

have held private discussions about plans for Hershey to launch a non-hostile bid that would be recommended by Cadbury's management and board.

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-- Reported by Joseph Woelfel in New York.

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