TCC Assets Limited, a special purpose vehicle connected to Thai billionaire Charoen Sirivadhanabhakdi, has launched a mandatory conditional S$8.88 per share offer for Fraser and Neave Limited, or F&N, after TCC acquired 19.5 million shares in F&N, showed a regulatory filing. The offer is estimated to be valued at $7.2 billion.
The offer is likely to see a takeover battle for F&N's interests in Tiger beer maker Asia Pacific Breweries Limited, or APB, for which Dutch brewer Heineken NV (HINKY.PK) has made a S$5.4 billion offer.
F&N is scheduled to hold its extraordinary general meeting of shareholders on September 28 to vote on the offer from Heineken.
TCC's recently acquired shares represent 1.37 percent of the total issued F&N shares and they were bought for S$8.80 to S$8.88 per share.
Following this, TCC, along with some other entities including ThaiBev, own, control or have agreed to acquire 433.20 million F&N shares, representing 30.36 percent of the firm's total issued shares. As per law, acquiring 30 percent or more of the voting rights in F&N would lead to an obligation of ThaiBev to make an offer for F&N.
TCC is a special purpose vehicle owned by Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, who are also the controlling shareholders of Thai Beverage Public Company Limited or ThaiBev. TCC is a concert party of ThaiBev.
ThaiBev has an indirect interest in F&N through its direct wholly-owned subsidiary International
Beverage Holdings Limited, or IBHL, which owns 412.42 million F&N shares, representing 28.9 percent of F&N.
Thapana Sirivadhanabhakdi, President and Chief Executive Officer of ThaiBev, said, "We believe the offer represents an opportunity for F&N shareholders to realise the value of their investment in cash and to make a complete exit from F&N. We hold F&N in high regard and we believe its long-established track record and success in its core businesses will be beneficial to our Group".
United Overseas Bank Limited and DBS Bank, as financial advisers and lenders to TCC in connection with the offer, has confirmed that sufficient financial resources are available to satisfy the proposal.
ThaiBev said it would not incur additional debt or expend any funds to acquire more F&N shares or to make an offer for F&N.
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by RTT Staff Writer
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