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
Carlsberg and Heineken (the “Consortium”) note the announcement made by Scottish & Newcastle plc (“S&N”) rejecting the Consortium’s proposal to acquire S&N for 750 pence per share in cash (the “Increased Proposal”).
The Consortium is very disappointed by the tone and speed of S&N’s response.
We believe the characterisation by S&N of our Increased Proposal as “highly conditional” stems from a misunderstanding, in particular with regard to their reference to our “full due diligence” requirements. Our diligence is limited and confirmatory in nature and is focused upon the Western European assets and our key separation assumptions. We want to meet with the Board and clarify our limited requirements for the benefit of S&N shareholders.
The Consortium is convinced that the Increased Proposal delivers a full and fair value in cash and is in the best interests of S&N shareholders. Despite the Consortium’s best efforts, S&N has again refused to engage in discussions to convert the Increased Proposal into a firm recommended offer.
S&N shareholders are urged to direct the Board of S&N to enter into discussions with the Consortium, to facilitate due diligence access and to enable a firm cash offer to be launched as soon as practicable.
Commenting on the hasty rejection of the Consortium’s Increased Proposal, Jean-Francois van Boxmeer, Chairman and CEO of Heineken said:
“We have tabled a full and fair offer with only limited, customary conditions. I strongly urge S&N shareholders to ensure the S&N Board takes the necessary steps to allow us to announce a recommended offer as soon as possible.”
Jørgen Buhl Rasmussen, CEO of Carlsberg commented:
“We find the board’s intransigence and ill-informed rejection very disappointing. The time has come for S&N shareholders to direct their Board to engage with us.”
This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.5 of the Code. There can be no certainty that any offer will be made even if the pre-conditions referred to above are satisfied or waived.
Public relations advisers to the Consortium
Finsbury Group Tel: +44 20 7251 3801
Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417
Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223
Financial adviser and Corporate Broker to the Consortium and to Carlsberg
Lehman Brothers Tel: +44 20 7102 1000
Ed Matthews (Corporate Broking)
Financial adviser and Corporate Broker to the Consortium and to Heineken
Credit Suisse Tel: +44 20 7888 8888
James Leigh Pemberton (Corporate Broking)
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 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.
Carlsberg is one of the leading brewing groups in the world, with a large portfolio of beer and soft drinks brands. Its flagship brand – Carlsberg – is one of the fastest-growing and best-known beer brands in the world. More than 30,000 people work for Carlsberg at 92 local production sites in 48 countries, and its products are sold in more than 150 markets. In 2006 Carlsberg sold more than 100 million hectolitres of beer, which is about 83 million bottles of beer a day. Find out more at www.carlsberggroup.com.