AI assistant
Heineken N.V. — M&A Activity 2008
Feb 22, 2008
3848_iss_2008-02-22_029bf184-ebc4-4464-8f1a-e0010c405997.pdf
M&A Activity
Open in viewerOpens in your device viewer
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 N.V. ("Heineken") and Carlsberg A/S ("Carlsberg"): Posting of Recommended Scheme Document to Scottish & Newcastle plc ("S&N") Shareholders
Amsterdam, 22 February 2008 - Heineken N.V. announced today that on 25 January 2008, the boards of S&N and Sunrise Acquisitions Limited (a company jointly owned by Heineken and Carlsberg), announced that they had reached agreement on the terms of a recommended acquisition of S&N at a price of 800 pence in cash for each S&N share, valuing the entire issued and to be issued share capital of S&N at approximately £7.8 billion.
Heineken and Carlsberg (together the "Consortium") note the announcement today by S&N that the Scheme Document regarding the recommended acquisition of S&N by Sunrise Acquisitions Limited has been posted to S&N Shareholders. The document will be available on www.scottish-newcastle.com.
The offer is subject to the approval of the European Commission and certain other competition authorities. Subject to these and other required approvals and conditions as set out in the Scheme Document, it is expected that the Scheme will become effective on 28 April 2008.
Expected timetable of principal events:
| Court Meeting and Extraordinary General Meeting of S&N | Monday 31 March 2008 |
|---|---|
| Annual General Meetings of Heineken N.V. and Heineken Holding N.V. Thursday 17 April 2008 | |
| First Court Hearing (to sanction the Scheme) | Wednesday 23 April 2008 |
| Second Court Hearing and Effective Date of the Scheme. | Monday 28 April 2008 |
| Latest date for dispatch of cheques/issue of loan notes. | 14 days after the Effective Date |
Unless the context otherwise requires, terms defined in the announcement dated 25 January 2008 have the same meaning in this announcement.
press release
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]
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
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.
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.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of S&N plc, all "dealings" in any "relevant securities" of that company (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 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant
press release
to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of S&N plc, 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 Code, all "dealings" in "relevant securities" of S&N plc by Carlsberg or Heineken or S&N, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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 Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
This announcement is not intended to and does not constitute or form part of an offer or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction.
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 HEIN NA and HEIO NA and on the Reuter Equities 2000 Service under HEIN.AS and HEHN.AS. Additional information is available on Heineken's home page: http//www.heinekeninternational.com.