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Heineken N.V. M&A Activity 2008

Apr 4, 2008

3848_iss_2008-04-03_bedceeb1-0e7a-40b1-9bb0-1b8c24138504.pdf

M&A Activity

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press release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION

Heineken and Carlsberg satisfy antitrust conditions for acquisition of Scottish & Newcastle

Amsterdam, 3 April 2008 – Heineken and Carlsberg (the "Consortium") welcome today's announcement of the European Commission's approval of the acquisition of selected S&N assets by Heineken in all EU member states with the exception of the Republic of Ireland. The acquisition by Heineken of S&N's Irish subsidiary, Beamish & Crawford plc ("B&C"), will be referred to the Irish Competition Authority ("ICA") for consideration.

Today's announcement follows receipt of approval from the European Commission in respect of the acquisition of selected S&N assets by Carlsberg, the expiry of the applicable antitrust waiting period in the United States, and the receipt of approval from the relevant regulatory authorities in Russia and the Ukraine. The Consortium confirms that the antitrust conditions to the acquisition of S&N by Sunrise Acquisitions Limited (the "Acquisition") have now been satisfied and that the referral to the ICA will not delay completion of the Acquisition. Therefore, the Consortium expects that the effective date of the Acquisition will be 28 April 2008.

Heineken believes that the ICA is well positioned and equipped to conduct such an examination. Heineken has fully briefed the ICA on the terms of the Acquisition and expects that the ICA will reach a quick and satisfactory outcome regarding its examination of Heineken's proposed acquisition of B&C.

Press enquiries

Véronique Schyns Tel: +31 (0)20 52 39 355 [email protected]

Investor and analyst enquiries

Jan van de Merbel Tel: +31 (0)20 52 39 590 [email protected]

press release

Financial adviser and Corporate Broker to the Consortium and to Heineken

Credit Suisse Bertrand Facon Stuart Upcraft James Leigh Pemberton (Corporate Broking) Tel: +44 20 7888 8888

Unless the context otherwise requires, terms defined in the Scheme Document dated 22 February 2008 have the same meaning in this announcement.

The Heineken Management Directors, the Carlsberg Directors and the BidCo Directors accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Consortium and Heineken and no one else in connection with the possible offer referred to in this announcement and will not be responsible to anyone other than the Consortium and Heineken for providing the protections afforded to clients of Credit Suisse nor for providing advice in relation to this announcement or any matter referred to herein.

Lehman Brothers Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser and corporate broker to the Consortium and Carlsberg and no one else in connection with the possible offer referred to in this announcement and will not be responsible to anyone other than the Consortium and Carlsberg for providing the protections afforded to clients of Lehman Brothers Europe Limited nor for providing advice in relation to this announcement or any matter referred to herein.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of S&N, all "dealings" in any "relevant securities" of S&N (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act

press release

together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of S&N, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of S&N by Heineken, Carlsberg, BidCo or S&N, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, or consult the Panel's website at www.thetakeoverpanel.org.uk.

Editorial information:

Heineken N.V. is the most international brewer in the world. The Heineken brand is sold in almost every country in the world and the Company owns over 115 breweries in more than 65 countries. With a Group beer volume of 139 million hectolitres Heineken ranks fourth in the world beer market by volume. Heineken strives for an excellent sustainable financial performance through marketing a portfolio of strong local and international brands with the emphasis on the Heineken brand, through a carefully selected combination of broad and segment leadership positions and through a continuous focus on cost control. In 2007, revenue amounted to EUR12.6 billion and Net Profit before exceptional items and amortisation of brands amounted to EUR1.1 billion. Heineken employs 54,000 people. Heineken N.V. and Heineken Holding N.V. shares are listed on the Amsterdam stock exchange. Prices for the ordinary shares may be accessed on Bloomberg under the symbols HEIA:NA and HEIO:NA and on the Reuter Equities 2000 Service under HEIN.AS and HEIO.AS. Additional information is available on Heineken's home page: http://www.heinekeninternational.com/.