Through negotiations with the boards of Albani Bryggerierne A/S ("Albani") and Albani Fonden, Carlsberg A/S has agreed on the terms and conditions for the presentation of an offer to Albani's shareholders with the purpose to obtain a majority in Albani.
It is the intention to continue Albani within the Carlsberg group as an independent subsidiary with an independent board of directors in order to preserve Albani's continued operations in Odense.
Furthermore, the Carlsberg group expects to obtain effectiveness of the aggregate production structure in Denmark.
Albani Fonden and Carlsberg Danmark A/S have entered into a shareholder agreement. The agreement is conditional upon Carlsberg Danmark A/S - through the offer set forth - acquiring at least two thirds of the share capital and more than half of the votes in Albani.
The board of Albani regards the purchase offer as favourable and recommends that shareholders sell to Carlsberg.
Carlsberg has been in contact with the competition authorities regarding the purchase offer and is - on the basis of the new competition regulation that takes effect as from 1 October 2000 - prepared to take steps towards ensuring that competition is not reduced.
Carlsberg Danmark A/S offers a cash price of DKK 1,000 per class A share and DKK 600 per class B share of each DKK 100 in Albani.
Carlsberg Danmark A/S is a fully owned subsidiary of Carlsberg A/S.
On 17 August 2000 the share price was DKK 850 for the class A share and DKK 397 for the class B share in Albani.
The purchase offer is valid as of 18 August 2000 and expires on 15 September 2000 at 04.00 p.m.
The offer to buy is conditional upon
that Carlsberg Danmark A/S owns at least two thirds of the share capital in Albani and controls more than half of the voting rights at the expiry of the purchase offer on 15 September 2000 at 04.00 p.m., and
|b)||that Carlsberg Danmark A/S obtains all the necessary authority approvals including but not limited to approval by the appropriate competition authorities for the accomplishment of the purchase offer - without conditions or on terms which Carlsberg finds acceptable.|
Further information is available in the enclosed offer document which states the full terms and conditions of the offer. The offer document is only available in Danish.
The offer is not intended for shareholders resident in the USA, Canada, Japan or in other countries where it may be inconsistent with the local legislation. The offer document must not be distributed to shareholders resident in the USA, Canada or Japan.
Contact: Phone +45 3327 3327 Flemming Lindeløv, President, Group CEO