Heineken N.V.
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Publicatie datum
10 jan 2008 - 09:22
Statutaire naam
Heineken N.V.
Titel
Heineken N.V. (“Heineken”) and Carlsberg A/S (“Carlsberg”) Shareholders must act to secure enhanced 780p offer – Consortium will not go hostile – Offer of further disclosure on BBH
Bericht
Amsterdam, 10 January 2008 - Heineken and Carlsberg (the “Consortium”) announce that on Wednesday, 9 January 2008 the Consortium made a materially improved proposal to the Board of Scottish & Newcastle plc (“S&N”) (the “Further Increased Proposal”). The approach represented a decisive attempt by the Consortium to engage in substantive discussions with S&N leading to the announcement of a recommended transaction prior to the Takeover Panel deadline of Monday, 21 January 2008 and to address concerns voiced by S&N and some of its shareholders. The key points of the proposal were:
· a material increase in the Consortium’s proposed cash offer to 780 pence per share; representing an increase of 30 pence (£293 million) and an implied equity value of £7.6 billion and enterprise value of £10.0 billion;
· the majority of the increase is being funded by Carlsberg and hence the Further Increased Proposal implies a very full price for BBH. The implied enterprise value for 50 per cent of BBH of £4.2 billion represents a multiple of 16.6x 2007 EBITDA (the EV/EBITDA multiple for 2006 is 21.1x);
· proposals by Carlsberg to provide the market with additional disclosure on the financial position of BBH for 2008 - 2010;
· a significantly reduced scope of due diligence;
· confirmation that committed financing is in place for the Further Increased Proposal; and
· a statement that the Consortium is only prepared to proceed with an offer on a recommended basis*.
Despite the Consortium addressing all of the concerns expressed by S&N regarding its previous proposals, the Board of S&N has again rejected this increased proposal and declined to meet the Consortium.
Given the increased offer price, the Consortium has confirmed that it is not prepared to proceed with an offer without the recommendation of the Board of S&N*. The Consortium also believes that the requirement for a recommended offer will prevent a prolonged period of further uncertainty for all shareholders.
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Datum laatste update: 19 december 2025