Heineken N.V.
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Publicatie datum
25 jan 2008 - 08:12
Statutaire naam
Heineken N.V.
Titel
Recommended Cash Offer for Scottish & Newcastle plc by Sunrise Acquisitions Limited (a company jointly owned by Heineken and Carlsberg)
Bericht
Summary
· The boards of Sunrise Acquisitions Limited (“BidCo”) and Scottish & Newcastle plc (“S&N”) announce that they have reached agreement on the terms of a recommended cash offer to be made by BidCo, a newly incorporated company jointly owned by Carlsberg A/S (“Carlsberg”) and Heineken N.V. (“Heineken”) for the entire issued and to be issued share capital of S&N (the “Offer”).
· Under the terms of the Offer, Scheme Shareholders will receive 800 pence in cash for each S&N Share. The Offer will be implemented by way of a court-sanctioned Scheme of Arrangement (the “Scheme”).
· The Offer values S&N’s entire existing issued share capital at approximately £7.6 billion and the entire issued and to be issued share capital at approximately £7.8 billion. No final dividend will be payable.
· The Offer of 800 pence per S&N Share represents:
- a premium of 50.7 per cent. to the Closing Price of 531 pence per S&N Share on 28 March 2007, being the date immediately before speculation first arose around a possible offer for S&N;
- a premium of 25.7 per cent. to the Closing Price of 637 pence per S&N Share on 16 October 2007, being the last Business Day prior to Carlsberg and Heineken announcing that they were in discussions regarding the formation of a consortium to make a possible offer for S&N; and
- a multiple of 14.3x S&N's EBITDA for the year ended 31 December 2006.
· S&N and Carlsberg have agreed to release projected information for BBH for 2008 – 2010 as set out in this announcement.
· Following completion of the Offer, S&N’s share of BBH, as well as the French, Greek, Chinese and Vietnamese operations will be transferred to Carlsberg. Heineken will continue to hold the remaining businesses, principally the UK and Ireland, Portuguese, Finnish, Belgian, US and Indian operations. The businesses will be separated as soon as possible and in any event within 12 months after the Effective Date.
· The Offer has compelling strategic rationale for both Carlsberg and Heineken.
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Datum laatste update: 27 juli 2024