Recommended cash offer by SABMiller for issued and outstanding ordinary shares of Koninklijke Grolsch N.V.
7 January 2008
This is a joint announcement of SABMiller plc ("SABMiller"), SABMiller Netherlands B.V. (the "Offeror") and Koninklijke Grolsch N.V. ("Grolsch") which is required pursuant to the provisions of section 10 paragraph 3 and section 18 paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by SABMiller and the Offeror for all issued and outstanding (depositary receipts for) ordinary shares in the capital of Grolsch. This announcement is not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan. This announcement and related materials do not constitute an offer for (depository receipts of) shares in Grolsch. Any offer will be made only by means of the Offer Memorandum as defined below.
RECOMMENDED CASH OFFER BY SABMILLER PLC AND SABMILLER NETHERLANDS B.V. FOR ALL THE ISSUED AND OUTSTANDING (DEPOSITARY RECEIPTS FOR) ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 1.00 EACH IN THE CAPITAL OF KONINKLIJKE GROLSCH N.V.
With reference to the press releases of 19 November 2007 and 14 December 2007, SABMiller plc ("SABMiller"), SABMiller Netherlands B.V., an indirectly wholly-owned subsidiary of SABMiller (the "Offeror"), and Koninklijke Grolsch N.V. ("Grolsch") hereby jointly announce that SABMiller and the Offeror are making a recommended public cash offer for all of the issued and outstanding (depositary receipts for) ordinary shares with a nominal value of EUR 1.00 each (the "Shares"; holders of such Shares being referred to as “Shareholders”) in the capital of Grolsch (the "Offer").
- The Offer is a cash offer for all the issued and outstanding (depositary receipts for) ordinary shares in the capital of Grolsch of EUR 48.25 per Share.
- The acceptance period commences at 9:00 hours, Amsterdam time on 8 January 2008 and will end at 15:00 hours Amsterdam time on 5 February 2008, unless extended.
- Grolsch will convene an extraordinary general meeting of shareholders to be held on 28 January 2008 during which the Offer will be discussed.
- The supervisory board of Grolsch and the management board of Grolsch unanimously support the Offer and recommend the Offer to all Shareholders for acceptance.
- The Offer shall be subject to the fulfilment of the offer conditions as set out in the Offer Memorandum, including, but not limited to, the condition that on the acceptance closing date the number of tendered, owned and committed Shares represents at least 75% of all issued Shares.
The Offeror is making the Offer, subject to the terms and restrictions contained in the offer memorandum dated 7 January 2008 (the "Offer Memorandum"). The Offer Memorandum will be available as of today. Shareholders should refer to the Offer Memorandum for all terms of, and conditions and restrictions to the Offer.
Shareholders tendering their Shares under the Offer will be paid, under the terms and subject to the conditions and restrictions contained in the Offer Memorandum, in consideration of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) a cash amount of EUR 48.25 (which includes any dividend or other distribution on the Shares that may be declared prior to the Settlement Date and, consequently, the offer price will be decreased to reflect such declaration of dividend or other distribution, if any, prior to the Settlement Date) (the "Offer Price").
Recommendation of the Boards
The supervisory board of Grolsch (the "Supervisory Board") and the management board of Grolsch (the "Management Board"), after having received extensive legal and financial advice and having given due and careful consideration to the strategic, financial and social aspects and consequences of the proposed transaction and having extensively reviewed other alternatives available to Grolsch (including a stand alone scenario and a potential third party transaction), have reached the conclusion that the Offer is in the best interests of the Grolsch Group, the Shareholders and all other stakeholders of Grolsch.
The Supervisory Board and the Management Board are of the opinion that the price being offered per Share and the other terms of the Offer are reasonable and fair to the Shareholders. The Supervisory Board and the Management Board therefore support the Offer and unanimously recommend the Offer to the Shareholders for acceptance.
Extraordinary General Meeting of Shareholders
On 28 January 2008 at 14:00 hours, Amsterdam time, at Brouwerslaan 1, Enschede, the Netherlands, an extraordinary general meeting of Shareholders will be convened, during which among others the Offer will be explained and discussed in compliance with the provisions of article 18, paragraph 1 of the Decree.
A position statement providing further information to its Shareholders as required pursuant to article 18 paragraph 2 of the Decree (the "Position Statement") and the agenda for the extraordinary general meeting of Shareholders (including notes and other related documents) will be made available by Grolsch as of 7 January 2008 and as further described below.
Works council Grolsche Bierbrouwerij Nederland B.V.
The works council of Grolsche Bierbrouwerij Nederland B.V. has rendered a positive advice with regard to the Offer.
Committed and Owned Shares
The NBC Trust (on its own behalf and on behalf of certain holders of Trust Depositary Receipts) has executed an irrevocable undertaking pursuant to which such holders irrevocably agree, subject to the terms and conditions of the irrevocable undertaking, to (i) convert the Trust Depositary Receipts held by them to Listed Depositary Receipts and (ii) accept the Offer in respect of all Shares held by them, during the Acceptance Period and pursuant to which the NBC Trust irrevocably agrees to cooperate with such conversion and acceptance (the "Irrevocable Undertaking"). The Irrevocable Undertaking contains certain customary undertakings and conditions including that the committed Shareholders will only tender their Shares to a third-party offeror, if and when such third-party offeror offers a price which is at least 7.5% above the Offer Price (a "Superior Offer"). In the event of a Superior Offer, the Offeror may revise its Offer in order to match the Superior Offer.
The Irrevocable Undertaking in total relates to an aggregate number of committed Shares of 6,302,986 or approximately 37.2% of all issued Shares at the date of the Offer Memorandum.
The acceptance period (the "Acceptance Period") under the Offer begins at 9:00 hours, Amsterdam time, on 8 January 2008 and ends at 15:00 hours, Amsterdam time, on 5 February 2008, unless extended (the "Acceptance Closing Date"). Acceptance under the Offer must be made in the manner specified in the Offer Memorandum.
Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during any extension of the Acceptance Period in accordance with the provisions of article 15, paragraph 3 of the Decree.
Acceptance by Shareholders
The Shares consist of (i) the Listed Depositary Receipts, (ii) Trust Depositary Receipts and (iii) Remaining Shares as set out and defined in the Offer Memorandum.
Holders of Listed Depositary Receipts which Listed Depositary Receipts are held through an Admitted Institution are requested to make their acceptance known via their bank or stockbroker no later than 15:00 hours, Amsterdam time on 5 February 2008, unless the Acceptance Period is extended. The relevant bank or stockbroker may set an earlier deadline for communication by holders of such Listed Depositary Receipts in order to permit the bank or stockbroker to communicate their acceptances to the Exchange Agent in a timely manner. In submitting the acceptance, the Admitted Institutions are required to declare that (i) they have tendered the Listed Depositary Receipts in their administration, (ii) each Shareholder who accepts the Offer irrevocably represents and warrants that the Listed Depositary Receipts tendered by him are being tendered in compliance with the restrictions as set out in Section 1 (Restrictions and import information) of the Offer Memorandum and (iii) they undertake to transfer these Listed Depositary Receipts to the Offeror on the Settlement Date, provided that the Offer has been declared unconditional (gestand is gedaan).
Holders of Remaining Shares who wish to accept the Offer in respect of such Remaining Shares must deliver a completed and signed acceptance form to the Exchange Agent. In accordance with the terms and conditions of the Offer, the acceptance forms must be received by the Exchange Agent, not later than 15:00 hours, Amsterdam time on 5 February 2008, unless the Acceptance Period is extended. The acceptance forms are available upon request from Grolsch (attn. Investor Relations, P.O. Box 55, 7500 AB, Enschede, the Netherlands, fax +31 (0) 53 483 3114, email: firstname.lastname@example.org) and the Exchange Agent. The acceptance form will also serve as a deed of transfer (akte van levering) with respect to the Remaining Shares referenced therein.
The NBC Trust has notified the holders of Trust Depositary Receipts in which manner and under which conditions they can instruct the NBC Trust to convert the Trust Depositary Receipts held by them into Listed Depositary Receipts and subsequently to perform the necessary acts to validly tender and deliver such Listed Depositary Receipts held by them to the Offeror.
The Offeror may extend the Offer past the Acceptance Closing Date once, for a period of at least two weeks and for a maximum of four weeks. If the Acceptance Period is extended, the Offeror will make a public announcement to that effect not later than 15:00 hours, Amsterdam time on the third Business Day following the Acceptance Closing Date in accordance with the provisions of article 15, paragraph 2 of the Decree. During such extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer.
Declaring the Offer Unconditional (gestanddoening)
The Offer shall be subject to the fulfilment of the offer conditions as set out in section 6.2 of the Offer Memorandum (the "Offer Conditions"), including, but not limited to, the condition that on the Acceptance Closing Date the number of Tendered, Owned and Committed Shares (as defined in the Offer Memorandum) represents at least 75% of all issued Shares. The Offeror reserves the right to waive certain Offer Conditions if permitted by law. A waiver by the Offeror of the Offer Condition under Section 6.2(a) requires the prior express written approval of the Management Board and Supervisory Board of Grolsch in the event that the number of Tendered, Owned and Committed Shares represents less than 66.67% of all issued Shares (geplaatst kapitaal).
No later than on the third Business Day following the Acceptance Closing Date, such date being the Unconditional Date, the Offeror will determine whether the Offer Conditions have been fulfilled or are to be waived. In addition, the Offeror will announce on the Unconditional Date, in accordance with Article 16, paragraph 1 of the Decree, whether (i) the Offer has been declared unconditional, (ii) the Offer will be extended in accordance with Article 15 of the Decree, or (iii) the Offer is terminated as a result of the Offer Conditions not having been fulfilled or waived by the Offeror.
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders having tendered their Shares for acceptance will receive no later than on the fifth Business Day following the Unconditional Date (the “Settlement Date”), the Offer Price in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer.
In the event that the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Offeror has the right to continue the Offer by way of a post-acceptance period (na-aanmeldingstermijn). No later than on the third Business Day following the Unconditional Date, the Offeror may announce such post-acceptance period (na-aanmeldingstermijn) for the Offer for a maximum period of two weeks. During a post-acceptance period, Shareholders that have not yet tendered their Shares under the Offer will be given the opportunity to do so in the same manner and under the same conditions as set out in the Offer Memorandum all in accordance with Article 17 of the Decree.
Liquidity and delisting
The purchase of Listed Depositary Receipts (including Listed Depositary Receipts converted from Trust Depositary Receipts) by the Offeror pursuant to the Offer, among other things, will reduce the number of Shareholders and the number of Listed Depositary Receipts that might otherwise trade publicly and thus adversely affect the liquidity and market value of the Listed Depositary Receipts not tendered.
Subject to the Offer being declared unconditional and in the event that the Offeror has acquired 95% of the Listed Depositary Receipts, the listing of the Listed Depositary Receipts on Euronext Amsterdam will be terminated as soon as practicable after consultation with Euronext Amsterdam and in accordance with the applicable listing rules. This would further adversely affect the liquidity and market value of any Listed Depositary Receipts not tendered.
Announcements declaring whether the Offer is declared unconditional (gestand wordt gedaan) and announcements in relation to an extension of the Acceptance Period will be issued by press release and will be published in at least Het Financieele Dagblad and NRC Handelsblad or any other newspaper nationally circulated in the Netherlands and the Daily Official List (Officiële Prijscourant), as appropriate. Subject to any applicable requirements of the Decree and other applicable laws and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. Terms not defined herein shall have the meaning as set out in the Offer Memorandum. Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.
Copies of the Offer Memorandum are available on the website of SABMiller (www.sabmiller.com) or Grolsch (www.koninklijkegrolsch.nl and www.royalgrolsch.com). SABMiller’s and Grolsch' websites do not constitute a part of, and are not incorporated by reference into the Offer Memorandum. Copies of the Offer Memorandum are furthermore available free of charge at the offices of Grolsch and the Exchange Agent at the addresses mentioned below.
Copies of the Position Statement, as well as copies of (i) the articles of association of Grolsch and (ii) the annual financial statements (jaarrekeningen) of Grolsch for the financial year 2006, the financial year 2005 and the financial year 2004, as adopted by the general meeting of shareholders of Grolsch, which documents under (i) and (ii) are incorporated by reference in, and form an integral part of, the Offer Memorandum and, as far as applicable, the Position Statement, are available free of charge at Grolsch’ website: www.koninklijkegrolsch.nl and www.royalgrolsch.com and at the offices of Grolsch and the Exchange Agent, and can be obtained by contacting Grolsch or the Exchange Agent at the addresses below.
1 Stanhope Gate
SABMiller Netherlands B.V.
3012 CL, Rotterdam
Koninklijke Grolsch N.V.
7548 XA Enschede
P.O. Box 55
7500 AB Enschede
The Exchange Agent
ABN AMRO Bank N.V.
AS Exchange Agency MF 2020
4817 ST Breda
P.O. Box 3200
4800 DE Breda
Tel: +3176579 9455
Fax: +31 10264 4652
The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither the Offeror, nor SABMiller, nor any of their advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intend to forward the Offer Memorandum or any related document to any jurisdiction outside The Netherlands should carefully read Section 1 (Restrictions and Important Information) of the Offer Memorandum before taking any action. The distribution of the Offer Memorandum in jurisdictions other than The Netherlands may be restricted by law and therefore persons into whose possession the Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
United States, Canada, Australia and Japan
The Offer is not being made, directly or indirectly, in or into, or by use of the mailing systems of, or by any means or instrumentality (including, without limitation, electronic mail, post, telephone, facsimile, telex or electronic transmission) of interstate or foreign commerce of, or of any facility of a securities exchange of the U.S., Canada, Australia or Japan, and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the U.S., Canada, Australia or Japan. Accordingly, this Offer Memorandum and any related documents are not being and must not be mailed or otherwise distributed or sent in or into the U.S., Canada, Australia or Japan or in their capacities as such custodians, trustees, or nominees holding shares for U.S., Canadian, Australian and Japanese persons and persons receiving such documents (including, without limitation, custodians, nominees and trustees) must not distribute or send them into such jurisdictions and doing so will render invalid any relevant purported acceptance of the Offer.
This Offer Memorandum has not been submitted to or reviewed by the U.S. Securities and Exchange Commission ("SEC") or any state securities commission in the U.S. and neither the SEC nor any such state securities commission has approved or disapproved or determined whether this Offer Memorandum is truthful or complete. Any representation to the contrary is a criminal offence in the U.S.
Overview of SABMiller
SABMiller plc is one of the world’s largest brewers with brewing interests or distribution agreements in over 60 countries across six continents. The group’s brands include premium international beers such as Miller Genuine Draft, Peroni Nastro Azzurro and Pilsner Urquell, as well as an exceptional range of market leading local brands. Outside the USA, SABMiller plc is also one of the largest bottlers of Coca-Cola products in the world. In the year ended 31 March 2007, the group reported $3,154 million adjusted pre-tax profit and revenue of $18,620 million. SABMiller plc is listed on the London and Johannesburg stock exchanges.
For more information on SABMiller plc, visit the company's website: www.sabmiller.com.
Overview of Grolsch
Grolsch is a listed company with a rich tradition that goes back to 1615. The focal point of Grolsch’s commercial activities lie in the Netherlands, Grolsch’s historic home market. However, important international markets for Grolsch include the United Kingdom, the United States of America, Canada, France, Australia and New Zealand. Grolsch is focused on targeting the premium segment with the Grolsch brand as its main product.
In the year to 31 December, 2006, Grolsch reported turnover of €317.6 million and net profit of €19.2 million. Total worldwide sales volumes were 3.2 million hectoliters (hls), comprising 1.6 million hls of domestic volumes in the Netherlands, and 1.6 million of international volumes. Grolsch has approximately a 15% market share in the Netherlands, where it operates from one brewery in Enschede. Its main domestic brands include Grolsch Premium Pilsner, which represents approximately 90% of total volumes in the Netherlands. Grolsch achieves approximately 80% of its international sales volumes in the UK, the United States, Canada, France, Australia and New Zealand through a network of alliances.
For more information on Grolsch N.V., visit the company's website: www.koninklijkegrolsch.nl or www.royalgrolsch.com.
This announcement includes “forward-looking statements” and language indicating trends, such as “anticipated” and “expected”. Although the Companies believe that the assumptions upon which their respective financial information and their respective forward-looking statements are based are reasonable, they can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Companies’ projections and expectations are disclosed in Grolsch’s annual report for the year ended 31 December 2006 and in other documents which are available on Grolsch’s website at www.koninklijkegrolsch.nl and in SABMiller’s annual report and accounts for the year ended 31 March 2007 and in other documents which are available on SABMiller’s website at www.sabmiller.com. These factors include, among others, changes in consumer preferences and product trends; price discounting by major competitors; failure to realize anticipated results from synergy initiatives; failure to obtain regulatory consents or other third party approvals; and increases in costs generally. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions. Neither SABMiller nor Grolsch undertakes to update forward-looking statements relating to their respective businesses, whether as a result of new information, future events or otherwise. Neither SABMiller nor Grolsch accepts any responsibility for any financial information contained in this press release relating to the business or operations or results or financial condition of the other or their respective groups.
Tel: +44 20 7659 0100
Director of Corporate Affairs
Mob: +44 7850 285471
Senior Vice President, Investor Relations
Mob: +44 7717 428540
Head of Media Relations
Mob: +44 7799 894265
Koninklijke Grolsch N.V.
Tel: +31-53-48 33 176
Debbie de Wagenaar
Head of Corporate Communications