Asahi Breweries, Ltd. to Acquire P&N Beverages Australia Pty Ltd

Under the agreement, Asahi Holdings (Australia) Pty Ltd (AHA), a wholly owned subsidiary of Asahi, will acquire 100% of the issued shares in P&N.

Aug 26 2010 --- Asahi Breweries, Ltd. is pleased to announce that it has entered into a binding share purchase agreement to acquire 100% of the issued shares of P&N Beverages Australia Pty Ltd (P&N), the third largest soft drink company by volume in Australia, which was based on the Asahi’s board resolution.

Acquisition of P&N

Under the agreement, Asahi Holdings (Australia) Pty Ltd (AHA), a wholly owned subsidiary of Asahi, will acquire 100% of the issued shares in P&N. The agreement is subject to regulatory approvals from the Australian Competition and Consumer Commission (ACCC) and the Foreign Investment Review Board (FIRB). The acquisition is expected to be completed by the end of November 2010.

Following the acquisition of Schweppes Holdings Pty Ltd (Schweppes) in April 2009, the acquisition of P&N will further strengthen Asahi’s Australian and overseas soft drinks business. Through integrating P&N and Schweppes, Asahi will capture
synergies across the Asahi group of companies (“Asahi Group”) and establish a solid platform in Australia that will facilitate Asahi group companies’ growth in Oceania.

The total purchase price for this transaction is $A364 million (approximately 27.2 billion JPY). The purchase price will be subject to price adjustments at completion, based on the level of working capital, cash on hand and interest bearing debts at the time of completion of acquisition of P&N.

Rationale for the acquisition

Under Asahi’s Long-term Vision, Asahi Group aims to increase its sales to ¥2–2.5 trillion, increase share of overseas sales to 20-30% and join the ranks of the top global food companies in scale while becoming a trusted company with global quality by 2015.

To achieve this goal, Asahi will drive growth of the existing businesses as well as expand its overseas investment activities for further synergies.

Through the acquisition of P&N, Asahi Group aims to enhance its position within the Australian beverage market. Integration of Schweppes and P&N will enable both to take advantages of the integrated portfolio and efficiencies deriving from the
combined supply chain system. This acquisition will deliver significant growth opportunities and synergies within the Australian and overseas soft drinks businesses of Asahi Group.

Following this announcement, P&N and Schweppes will together establish an integration executive committee to begin preparations, aiming to realise synergies as soon as possible.

Acquisition Structure

AHA, a wholly owned subsidiary of Asahi, will acquire 83% of the shares from Robert Peter Brooks and the remaining 17% from Goldpeach Pty Ltd (wholly owned by Robert Peter Brooks).