Amsterdam, 3 August 2012 - Heineken N.V. ("HEINEKEN") today announced that it has reached an agreement with the Board of Fraser and Neave, Limited ("F&N") in respect of HEINEKEN's offer (the "Offer") to acquire, either directly or through a wholly-owned subsidiary, F&N's direct and indirect interests in Asia Pacific Breweries Limited ("APB") as well as F&N's interest in the non-APB assets held by Asia Pacific Investment Pte Ltd ("APIPL") (the "Proposed Transaction"). The Board of F&N has agreed to recommend to the shareholders of F&N to vote in favour of the Proposed Transaction at the relevant shareholders' meeting (the "F&N EGM"). The agreement is subject to successful negotiation and execution of definitive transaction documents between HEINEKEN and F&N (the "Definitive Agreements").
The Offer
On 20 July 2012, HEINEKEN made the Offer to acquire (i) F&N's direct and indirect interests in APB at a price of S$50.00 per APB share (for a total consideration of S$5.1 billion), and (ii) F&N's interest in the non-APB assets held by APIPL for a consideration of S$163 million. At the request of F&N, the Offer was extended for a week by HEINEKEN on 27 July 2012. The offer price of S$50.00 per APB share represents a premium of 45% over the one-month volume weighted average price per APB share[1].
Terms of the Proposed Transaction
The Proposed Transaction will not be subject to due diligence nor will it be conditional on financing. It is only subject to the following conditions being satisfied by such cut-off date (the "Cut-off Date") as may be mutually agreed in the Definitive Agreements:
the Board of F&N recommending to its shareholders to vote in favour of the Proposed Transaction at the F&N EGM;
F&N's shareholders' approval being obtained at the F&N EGM; and
required regulatory approvals including favourable decisions from the relevant competition/anti-trust authorities, being obtained.
In the event that HEINEKEN and F&N successfully negotiate and execute the Definitive Agreements and upon fulfillment of the conditions and completion of the Proposed Transaction, HEINEKEN or one of its wholly-owned subsidiaries will make a mandatory general offer ("MGO") for all the shares of APB not already owned by it, in accordance with the Singapore Code on Take-overs and Mergers, at a price of S$50.00 per APB share.
Shareholding Information
As of the date of this announcement:
(i) HEINEKEN and its related corporations own (a) 41,175,000 ordinary shares and 31,766,808 preference shares of APIPL, representing 50% of the issued and paid-up ordinary share capital of APIPL (the other 50% being owned by F&N), and (b) 24,513,560 shares of APB representing approximately 9.49% of the issued and paid-up share capital of APB;
(ii) APIPL owns 167,333,732 shares of APB, representing approximately 64.80% of the issued and paid-up share capital of APB; and
(iii) based on publicly available information, F&N owns 18,753,887 shares of APB, representing approximately 7.26% of the issued and paid-up share capital of APB.
In the event that the Definitive Agreements are executed, the conditions of the Proposed Transaction are satisfied by the Cut-off Date and consequently, the completion of the Definitive Agreements take place, then:
(i) APIPL will become a wholly-owned subsidiary of HEINEKEN and HEINEKEN will therefore acquire control of APIPL's shareholding in APB of approximately 64.80%; and
(ii) HEINEKEN and its related corporations direct interest in APB will increase from approximately 9.49% to approximately 16.76%.
Cautionary Statements
HEINEKEN wishes to highlight that there is no assurance that the Definitive Agreements will be successfully negotiated and, eventually executed with F&N. Even if the Definitive Agreements are executed, there is no assurance that the other conditions of the Proposed Transaction will be satisfied by the Cut-off Date. If, either the Definitive Agreements are not executed, or the conditions of the Proposed Transaction are not satisfied by the Cut-off Date, the MGO will not be required to be made under the Singapore Code on Take-overs and Mergers.
Further announcements will be made by HEINEKEN as and when there is further development in respect of the execution of the Definitive Agreements, in compliance with applicable regulatory requirements.
Directors Responsibility Statement
The directors of HEINEKEN (including any director who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that there are no other material facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
Where any information has been extracted or reproduced from published or otherwise publicly available sources, or obtained from F&N, the sole responsibility of the directors of HEINEKEN has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement.
The directors of HEINEKEN jointly and severally accept responsibility accordingly.
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[1] One month period of up to and including 16 July 2012, being the date of the joint holding announcement by Oversea-Chinese Banking Corporation Limited and Great Eastern Holdings Limited of an approach with an offer to purchase their combined stakes in F&N and APB.
