Heineken to Acquire Eichhof Holding’s Beverage Division in Switzerland

10/04/08 Heineken N.V. has announced the intended acquisition of the beverage division of Eichhof Holding AG in Lucerne, Switzerland. The intended transaction will strengthen Heineken’s number two position in the market, giving the company an estimated, combined market share of 23%.
 
The beverage division of Eichhof Holding comprises the production and distribution of beers, non-alcoholic beverages and wine and employs approximately 450 staff. The company is the owner of the Eichhof brewery in Lucerne, which has a production capacity of 400,000 hectolitres and 2007 domestic beer sales volumes of 361,000 hectolitres. Its main brand, Eichhof, is the leading mainstream beer in the Lucerne region. The company has an estimated 10% market share of the Swiss beer market. Soft drinks and wine account for 45% of total volumes.
 
The purchase price is CHF 278.5 million (EUR 176 million) or CHF 1657.30 for every Eichhof Getränke Holding share. The enterprise value is CHF 290 million, corresponding to a multiple of 12 times 2007 EBITDA, implying a significant premium to the sector average. The acquisition will be funded from existing credit facilities and will be earnings enhancing in 2009 and value enhancing in 2010.
 
The intended acquisition will be effected via a public tender offer for the shares of Eichhof Getränke Holding AG, a company to be newly established through a demerger from Eichhof Holding AG. As a result of the demerger, every Eichhof Holding shareholder will receive one new share in Eichhof Getränke Holding. It is expected that the tender offer will be launched on 7 May 2008 and that the acquisition will close in Q3 2008.
 
The transaction is subject to three conditions:
• Approval of the demerger of the beverage division by Eichhof Holding’s shareholders at an EGM to be held on 18 June 2008.
• The tender of at least 66.67% of the entire share capital of Eichhof Getränke Holding within the tender offer period. To date, shareholders representing almost 49% of the total shares will tender their shares.
• Approval by the Swiss competition authority.
Didier Debrosse, Regional President Heineken Western Europe, commented: “This deal will strengthen our position in the Swiss market. The combination of Heineken and Eichhof’s complementary brand portfolios with our commercial, operational and logistics best practices will drive growth. We acknowledge the strong local roots of Eichhof and the typical Swiss Eichhof brand will play an important role in the combined portfolio.”
 
Heineken Switzerland currently owns one brewery in Chur. The existing brand portfolio consists of Heineken, Amstel, Calanda, Haldengut, Ittinger Klosterbrau and several specialty beers. Heineken’s current market share in Switzerland is approximately 13%.
 
In 2007, the Swiss beer market totaled approximately 4.4 million hectolitres with a per capita consumption of approximately 57 litres.
 
Credit Suisse is acting as exclusive financial and tender offer agent to Heineken.