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F&N shareholders approve HEINEKEN's offer to acquire interests in APB and APIPL | ![]() |
Friday, 28. September 2012 08:59 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Amsterdam, 28 September 2012 - Heineken N.V. ('HEINEKEN') announced that at today's Extraordinary General Meeting ('EGM') in Singapore, shareholders of Fraser and Neave, Limited ('F&N') voted in favour of the proposed disposal by F&N of its direct and indirect interests in Asia Pacific Breweries Limited ('APB') and F&N's interest in the non-APB assets held by Asia Pacific Investment Private Limited ('APIPL'), for a total consideration of S$5.6 billion or €3.5 billion[1] (the 'Transaction'). The Transaction remains subject to regulatory approvals in Singapore and New Zealand and is expected to close in November 2012, after which APB will be fully consolidated into HEINEKEN's accounts. Today's shareholder approval represents an important milestone for HEINEKEN in gaining full control of APB. HEINEKEN currently holds, directly and indirectly, a 55.6% stake in APB. Upon completion of the Transaction HEINEKEN will own a 95.3% stake[2] in APB. Commenting on the Transaction, HEINEKEN Chairman and Chief Executive Officer Jean-François van Boxmeer said: "I am pleased that F&N's shareholders have voted in favour of our offer for APB and been able to realise full value from their investment. Once completed, this transaction will further increase HEINEKEN's financial and geographic exposure to emerging markets and strengthen our competitive position in one of the most exciting regions in the world. Our regional headquarters will remain in Singapore with the Heineken® and Tiger® brands at the heart of our portfolio. We are now ideally positioned to expand our presence across the region and create long-term financial and strategic value for our shareholders. Finally, I'd like to thank Chairman Lee and the other members of the F&N board, who have supported our offer and recommended it to the F&N shareholders." The Transaction and MGO Upon completion of the Transaction, HEINEKEN will, in aggregate, own a 95.3% stake[2] in APB. HIBV will then make a Mandatory General Offer ('MGO') for all the shares of APB that the HEINEKEN group does not already own, in accordance with the Singapore Code on Take-overs and Mergers. Subsequently HEINEKEN will seek to delist APB. (1). Based on a S$/€ exchange rate of 1.58 as of the close of Singapore business on 27 September 2012. If all remaining shares would be tendered in the MGO, the total consideration under the MGO will be S$0.6 billion (€0.4 billion[1]). Further details of the MGO have been provided in the Pre-Conditional MGO Announcement prepared by Credit Suisse and Citi on behalf of HIBV on 17 August 2012. The MGO will not be made unless and until the Transaction has completed. Compelling strategic transaction
Financial impact of the Transaction (4). Before exceptional items and amortisation of brands. The key financial metrics for the Transaction are (assuming completion of the MGO and HEINEKEN achieving 100% ownership in APB):
In line with IFRS accounting standards, HEINEKEN will revalue its current stake in APB at closing of the Transaction. The non-cash amount arising from such revaluation will be treated as an exceptional item. None of the above statements or any other statement in this news release should be interpreted to mean that earnings per share of HEINEKEN, HIBV or APB will necessarily be greater than those for their respective preceding financial periods. Please review the appendix for further information. Financing HEINEKEN has a clearly articulated financial policy and is committed to returning to a net debt/EBITDA (beia[4]) ratio of below 2.5 times within 24 months of completion of the MGO. Timing and other (5). Based on an average S$/€ exchange rate for the year ending 31 December 2011 of 1.75. The Transaction is expected to complete in November 2012. Subsequently the MGO process will be launched, which will take at least six weeks to complete. Following the MGO, HEINEKEN will seek to delist APB. Media conference call
Analysts and investors conference call
Analysts and investors calling from countries not listed above, should dial the United Kingdom number. The conference title is "Heineken APB". Directors' Responsibility Statement Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from F&N or APB, the sole responsibility of the directors of each of HEINEKEN and HIBV has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this press release. The directors of each of HEINEKEN and HIBV jointly and severally accept responsibility accordingly.
Disclaimers Further, all statements other than statements of historical facts included in this press release are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect HEINEKEN and HIBV's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and HEINEKEN and HIBV does not undertake any obligation to update publicly or revise any forward-looking statements. Editorial information: Overview of Asia Pacific Breweries Asia Pacific Breweries Limited (APB) was established as Malayan Breweries Limited in 1931. The company opened its first brewery in Singapore and launched the award-winning Tiger® beer a year later. The company was renamed to Asia Pacific Breweries Limited in 1990. APB brews and sells beer supported by 25 breweries in 14 countries in Asia and the Pacific region, including Singapore, Cambodia, China, Indonesia, Laos, Malaysia, Mongolia, New Caledonia, New Zealand, Papua New Guinea, Solomon Islands, Sri Lanka, Thailand and Vietnam. APB has market leading positions across Asia, including number-one positions in Thailand, Malaysia, Singapore and Indonesia. The award-winning Tiger® brand was launched in 1932. Tiger® is now brewed in 10 markets and exported to over 65 countries and has been growing globally at 5.6% per annum. In addition to the Tiger® brand, APB has an extensive portfolio of over 40 beer brands and brand variants, including Anchor beer, ABC Extra Stout and Baron's Strong Brew. APB also brews and sells Heineken® beer in nine markets across Asia and the Pacific namely Singapore, China, Indonesia, Laos, Malaysia, New Caledonia, New Zealand, Thailand and Vietnam. APB also has strong local brands, amongst others Gold Crown in Cambodia, SP Lager in Papua New Guinea, Tui in New Zealand and Larue in Vietnam. APB's revenue[7] and EBITDA for the year ending 30 September 2011 were S$2,974 million and S$658 million, respectively. In the first nine months of fiscal year 2012, APB reported strong revenue[7] growth of 13.7% and an EBITDA increase of 27.3%, compared to the same period in the fiscal year 2011. APB's revenue[7] and EBITDA for the twelve months period ending 30 June 2012 were S$3,282 million and S$796 million, respectively. (7). APB reports revenue including excise tax duties, whereas HEINEKEN reports revenue net of excise tax duties. For APB, excise tax duties are included in cost of sales. The reported revenue figures for APB in this section have not been restated. Appendix - Basis of pro-forma combined financial metrics The pro-forma combined financial metrics for the year ended December 31, 2011 are presented to show how these metrics might have looked if the Transaction had occurred on January 1, 2011. The unaudited pro forma combined financial metrics have been derived by applying pro forma adjustments to the historical financial information of APB for the statutory year ended September 30, 2011. The unaudited pro-forma combined financial metrics have been presented for informational purposes only and are not necessarily indicative of what the combined company's financial position or results actually would have been had the Transaction been completed as of January 1, 2011. In addition the unaudited pro-forma combined financial metrics do not purport to project the future financial position or operating results of the combined company. There can be no assurance that the assumptions used in the preparation of the pro forma combined financial metrics prove to be correct.
In addition, the basis of calculation for other pro-forma financial metrics are set out below:
Key financial metrics
Source: HEINEKEN, APB Note: Pro-forma APB for the year ending 31 December 2011, based on FYE 30 September 2011, 3 months to 31 December 2011 and 3 months to 31 December 2010 financials APB financials converted to EUR based on average EUR:SGD for 1 January 2011 to 31 December 2011 of 1.75, as per Bloomberg. This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: HEINEKEN NV via Thomson Reuters ONE HUG#1644217 |
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