Cadbury employs about 45,000 people in 60 countries
The US confectionery firm, Hershey, has said it has no plans to bid for Britain's Cadbury.
That means that Kraft's £11.7bn ($19.1bn) offer, agreed earlier this week, is almost certain to go through.
Hershey and Italy's Ferrero were given until Monday by the UK's Takeover Panel to decide whether to make an approach or walk away.
It is thought that Ferrero has withdrawn its interest, but it has not made an official statement.
Hershey already has a deal with Cadbury in the US, where it makes Dairy Milk and Creme Eggs.
John Cadbury, a Quaker, opened a shop in Birmingham in 1824, selling tea, coffee and hot chocolate - as an alternative to alcohol
Dairy Milk brand introduced in 1905, with Milk Tray coming 10 years later
Merged with rival confectioner JS Fry & Sons in 1919
Merged with Schweppes drinks business in 1969. Its drinks arm was spun off in 2008
Employs about 45,000 people in 60 countries
Cadbury brands include: Dairy Milk, Flake, Crunchie, Chocolate Buttons and Milk Tray
It had been thought to be Cadbury's preferred bidder before Kraft increased its offer.
In its statement, Hershey reserved the right to make another offer should the deal with Kraft not go through or "if there is a material change of circumstances".
Shareholders are expected to vote in favour of the improved Kraft offer, now that it has been recommended by the company's management. They have until 2 February.
The Cadbury and Kraft combination will make the world's largest confectionery company - knocking Mars off the number 1 spot.
British MPs and trade unions are concerned about the job losses the deal will involve, as well as the amount of debt Kraft is taking on in order to secure the deal.