Lion Nathan announces offer for Coopers Brewery Ltd shares

02/09/05 Lion Nathan Ltd (Lion Nathan) has announced that it intends, through its wholly owned subsidiary, Lion Nathan Australia Pty Ltd, to make an off-market offer (Offer) for Coopers Brewery Ltd (Coopers). The Offer is $260 per share in cash for each class of Coopers shares. The Offer values the ordinary equity in Coopers at $352 million.  The Offer is not subject to a minimum acceptance condition.

The Offer of $260 per share in cash provides a demonstrably fair price to Coopers shareholders and represents:

- a 478% premium to the price of a buy-back conducted by Coopers of $45.01 per share in 2003;
- a 416% to 557% premium to the value of Coopers as assessed by the Independent Expert (KPMG) in a report prepared in relation to the buyback conducted by Coopers in 2003;
- a multiple of 19.4 times Coopers’ 30 June 2004 EBITDA[2] (Coopers’ last published accounts), which compares favourably with precedent transactions and sector trading benchmarks; and
- an opportunity for Coopers shareholders to access liquidity and sell some or all of their shares.

Coopers is an unlisted public company based in Regency Park, South Australia.  Coopers has approximately 117 shareholders, some of whom have approached Lion Nathan recently with a view to realising fair value for their otherwise illiquid holdings. A Lion Nathan company, the South Australian Brewing Company, owned 19.9% of Coopers prior to 1995.

Coopers has four separate classes of ordinary shares (A, B, C and D classes of ordinary shares).  The A, B and D class shares provide the right to appoint directors to the Board of Coopers.  The C class shares represent approximately 91% of the economic value of Coopers, but have only limited rights to appoint a director.  Lion Nathan is offering $260 per share irrespective of the class of Coopers share.

Lion Nathan's Offer will be subject to the following conditions, which are summarised in further detail in the attachment to this announcement:

- approval under the Foreign Acquisition and Takeovers Act;
- no objection made by any regulatory authority, eg, the Australian Competition and Consumer Commission;
- no material adverse change in relation to Coopers;
- no material acquisitions, disposals or new commitments;
- no material agreement with competitors or change of control provisions;
- confirmation of capital structure;

Lion Nathan is advised by the Caliburn Partnership as financial adviser and Mallesons Stephen Jaques as legal adviser.