SABMiller Turns Hostile on $10 Billion Takeover Move for Foster’s

The price under the Offer for each partly paid ordinary share will be A$4.90 in cash less any amount unpaid on the relevant partly paid share, reduced by the amount of any dividend or distribution paid or declared by Foster's after the date of this announcement, subject to a minimum price of A$0.01.

Aug 17 2011 --- SABMiller Plc (SAB) is planning to take its A$9.5 billion ($10 billion) takeover offer for Foster’s Group Ltd. (FGL) directly to shareholders, going hostile after the board rejected the price as too low.

SABMiller plc, the world’s second-largest brewer by volume, proposes, through its indirect wholly owned Australian subsidiary SABMiller Beverage Investments Pty Ltd, to make a conditional, off-market, cash takeover offer for all of the issued shares in Foster's Group Limited at A$4.90 per fully paid ordinary share, reduced by the amount of any dividend or distribution paid or declared by Foster's.

The Offer will extend to all the partly paid ordinary shares in Foster's. The price under the Offer for each partly paid ordinary share will be A$4.90 in cash less any amount unpaid on the relevant partly paid share, reduced by the amount of any dividend or distribution paid or declared by Foster's after the date of this announcement, subject to a minimum price of A$0.01.

The Offer will be subject to the fulfilment of a number of conditions, many of which are customary in a change of control situation.  The proposed Offer conditions are set out in the annexure to today's announcement.

On 20 June 2011, SABMiller approached Foster's with a confidential proposal to acquire all of the ordinary shares in Foster's by way of a Foster's recommended scheme of arrangement at A$4.90 per share in cash.  On 21 June 2011, Foster's announced that it had rejected the SABMiller proposal.

“SABMiller believes that the proposal put to the Foster's Board is attractive and should be put to Foster's shareholders. As there has been no willingness to engage in relation to SABMiller's proposal on the part of the Foster's Board, SABMiller has decided to make an offer to Foster's shareholders directly,” SABMiller reported in a statement.

The consideration payable under the Offer will be funded through a combination of existing resources and new debt committed by a number of financial institutions, the company stated.