Dutch brewer Heineken NV (HINKY.PK) said that it has raised its offer to acquire its joint venture partner Fraser & Neave Ltd.'s stake, which it does not already own in Singapore-based Asia Pacific Breweries Ltd., for a total consideration of S$5.4 billion.
Heineken has now offered S$53 per share for the whole of Fraser & Neave's 39.7% direct and indirect stake in Asia Pacific Breweries, up from its previously announced S$50 per share. The Final Offer represents a premium of 54% over the one-month volume weighted average price per APB share and a P/E multiple of 35.1x for the last twelve months ending 30 June 2012.
When the Proposed Transaction is complete, the Heineken group will hold a 81.6% stake in APB and gain control of APB's business.
Heineken now holds a 42 percent stake in the maker of Tiger beer, while Fraser & Neave or F&N owns 40 percent.
Heineken's current offer is for S$163 million for F&N's interest in the non-APB assets held by Asia Pacific Investment Private Limited or APIPL, a 50/50 joint venture between Heineken and F&N.
Heineken said it will not increase its final offer and believes that it provides compelling value to both F&N and APB shareholders.
Heineken expects to complete the deal by December 15 and plans to delist Asia Pacific Breweries after the general offer is accepted.
Kindest Place Groups Ltd., linked to Thai billionaire Charoen Sirivadhanabhakdi, has offered to buy 7.3 percent of APB from F&N for S$55 per share.
Heineken said F&N's board had agreed to recommend the deal to its shareholders and not to "solicit, engage in discussions or accept any alternative offer or proposal" for its interests in APB.
Commenting on the Proposed Transaction, Heineken's chief executive, Jean-François van Boxmeer, said, "I am pleased that F&N's board has agreed that our increased offer, which is now final, represents excellent value for F&N and APB shareholders."
"Our Asian headquarters will continue to be based in Singapore, and we remain 100 percent committed to the growth and success of APB and the Tiger brand."
Fraser & Neave has also agreed to pay a break-fee of about S$ 56 million if Heineken's offer isn't completed within 120 days due to Fraser & Neave shareholders voting against the offer, Heineken said.
Heineken said it will fund the deal through available cash of approximately 2 billion euros following its latest 1.75 billion euros bond issue, its committed undrawn revolving credit facility of 2 billion euros and a new bridge commitment arranged by Credit Suisse and Citi.
Shares of Fraser & Neave and Asia Pacific Breweries were suspended from trade on the Singapore Exchange Friday. On Thursday, Fraser & Neave shares last traded at S$8.40, while Asia Pacific Breweries traded at S$50.57.
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by RTT Staff Writer
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