Lion Nathan and Kirin Sign Implementation Agreement
The transaction will be implemented via a scheme of arrangement (Scheme) and is subject to a limited number of customary conditions precedent, including obtaining all necessary regulatory approvals (including Australian FIRB and New Zealand OIO approvals).
11/05/09 Lion Nathan Limited announced that it had signed an Implementation Agreement (IA) with Kirin Holdings Company, Limited. The binding terms and conditions set out in the IA (attached in Appendix A) reflect the key commercial terms outlined in Lion Nathan’s announcement on 27 April 2009 relating to Kirin’s offer to acquire all of the issued shares in Lion Nathan that it does not already own for an offer consideration of $12.22 per share (the “Offer”).
Following a comprehensive review of how to most effectively structure the Offer consideration having regard to shareholders’ objectives, it has been agreed that the Offer consideration will comprise the following:
Scheme cash consideration of $11.50 per share; and
Fully franked dividends of $0.72 by Lion Nathan1, comprising an interim dividend of $0.22 and a special dividend of $0.50 (the “Dividends”). The Dividends are expected to be fully franked with Australian franking credits and the special dividend is expected to be partly imputed utilising available New Zealand imputation credits.
Including the franking benefits attached to the Dividends, the Offer consideration has an estimated value of up to $12.37 per share for certain classes of shareholders.
The transaction will be implemented via a scheme of arrangement (Scheme) and is subject to a limited number of customary conditions precedent, including obtaining all necessary regulatory approvals (including Australian FIRB and New Zealand OIO approvals), no material adverse effect, and an independent expert (Independent Expert) appointed by Lion Nathan concluding that the Scheme is in the best interests of Lion Nathan’s non-Kirin shareholders.
The Scheme is subject to the Court convening a meeting of Lion Nathan’s non-Kirin shareholders (“Scheme Meeting”). At the Scheme Meeting, a majority in number of non-Kirin shareholders voting (in person or by proxy), and who represent at least 75% of the votes cast, must approve the Scheme for it to succeed. If the requisite shareholder approval is obtained, the Scheme will then need to be approved by the Court at a second Court hearing. If the Court approves the Scheme, the Scheme will become binding on all of Lion Nathan’s non-Kirin shareholders in accordance with the Australian Corporations Act 2001.
In due course, Lion Nathan shareholders will receive documentation that will contain full details of the Offer and the Scheme (Scheme Booklet), including the basis for the Lion Nathan Independent Board Committee’s unanimous recommendation that Lion Nathan’s non-Kirin shareholders approve the Offer. Lion Nathan will appoint an Independent Expert to prepare a report on whether the Offer is in the best interests of Lion Nathan’s non-Kirin shareholders.
