FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION
Heineken and Carlsberg (together, the “Consortium”) welcome today’s announcement of the European Commission’s approval of the acquisition of selected S&N assets by Heineken in all EU member states with the exception of The Republic of Ireland. The acquisition by Heineken of S&N’s Irish subsidiary, Beamish & Crawford plc ("B&C"), will be referred to the Irish Competition Authority (“ICA”) for consideration.
Today's announcement follows receipt of approval from the European Commission in respect of the acquisition of selected S&N assets by Carlsberg, the expiry of the applicable antitrust waiting period in the United States, and receipt of approvals from the relevant regulatory authorities in Russia and the Ukraine. The Consortium confirms that the antitrust conditions to the acquisition of S&N by Sunrise Acquisitions Limited (the "Acquisition") have now been satisfied and that the referral to the ICA will not delay completion of the Acquisition. Therefore, the Consortium expects that the effective date of the Acquisition will be 28 April 2008.
Heineken believes that the ICA is well positioned and equipped to conduct such an examination. Heineken has fully briefed the ICA on the terms of the Acquisition and expects that the ICA will reach a quick and satisfactory outcome regarding its examination of Heineken's proposed acquisition of B&C.
Enquiries
Public relations advisers to the Consortium
Finsbury Group Tel: +44 20 7251 3801
Mike Smith
James Leviton
Guy Lamming
Carlsberg:
Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417
Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223
Financial adviser and Corporate Broker to the Consortium and to Carlsberg
Lehman Brothers Tel: +44 20 7102 1000
Adrian Fisk
Henry Phillips
Ed Matthews (Corporate Broking)
Financial adviser and Corporate Broker to the Consortium and to Heineken
Credit Suisse Tel: +44 20 7888 8888
Bertrand Facon
Stuart Upcraft
James Leigh Pemberton (Corporate Broking)
Unless the context otherwise requires, terms defined in the Scheme Document dated 22 February 2008 have the same meaning in this announcement.
The Heineken Management Directors, the Carlsberg Directors and the BidCo Directors accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Heineken and BidCo and no one else in connection with the Offer and will not be responsible to anyone other than Heineken or BidCo for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Offer or to the matters referred to herein.
Lehman Brothers, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Carlsberg and BidCo and no-one else in connection with the Offer and will not be responsible to anyone other than Carlsberg or BidCo for providing the protections afforded to clients of Lehman Brothers or for providing advice in relation to the Offer or to the matters referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of S&N, all "dealings" in any "relevant securities" of S&N (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of S&N, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of S&N by Heineken, Carlsberg, BidCo or S&N, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, or consult the Panel’s website at www.thetakeoverpanel.org.uk.