Heineken Raises Bid for Asia Pacific Breweries
The total cash consideration to F&N under the Final Offer will be S$5.6 billion, an increase of S$307 million compared to HEINEKEN’s previous offer made on 20 July 2012.
20 Aug 2012 --- Heineken has announced that, through its wholly-owned subsidiary Heineken International B.V. (“HIBV”), it has:
• Agreed a final offer of S$53.00 per APB share for F&N’s entire (direct and indirect) 39.7% effective stake in APB for a total consideration of S$5.4 billion and a consideration for F&N’s interest in the non-APB assets held by APIPL of S$163 million (the “Final Offer”); and
• Signed Definitive Agreements with F&N regarding the Proposed Transaction that include undertakings from the F&N Board to:
(i) Irrevocably recommend the Proposed Transaction; and
(ii) Convene an extraordinary general meeting of F&N shareholders to consider the
Proposed Transaction (the “F&N EGM”) within a pre-defined timetable.
The total cash consideration to F&N under the Final Offer will be S$5.6 billion, an increase of S$307 million compared to Heineken’s previous offer made on 20 July 2012. Heineken will not increase its Final Offer and believes that it provides compelling value to both F&N and APB shareholders. The Final Offer represents a premium of 54% over the one-month volume weighted average price per APB share¹ and a P/E multiple of 35.1x for the last twelve months ending 30 June 2012.
Commenting on the Proposed Transaction, Heineken Chairman of the Executive Board and Chief Executive Officer Jean-François van Boxmeer said: “I am pleased that F&N’s Board has agreed that our increased offer, which is now final, represents excellent value for F&N and APB shareholders. I would like to thank Chairman Lee for the role he has played in securing this important agreement. Our Asian headquarters will continue to be based in Singapore, and we remain 100% committed to the growth and success of APB and the Tiger brand, just as we have been for the last 81 years.”
When the Proposed Transaction is completed, the Heineken group will hold a 81.6% stake in APB and gain control of APB’s business. HIBV will then make a mandatory general offer (“MGO”), in accordance with the Singapore Code on Take-overs and Mergers, for all the shares of APB that the Heineken group does not already own. If all such shares were tendered in the MGO, the total cash consideration for the MGO would be S$2.5 billion.
