Heineken N.V. ("Heineken") and Carlsberg A/S ("Carlsberg") S&N
Board's Intransigence Jeopardises Shareholder Value
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
Amsterdam, 15 November 2007 - Heineken and Carlsberg (the
"Consortium") note the announcement made by Scottish & Newcastle plc
("S&N") rejecting the Consortium's proposal to acquire S&N for 750
pence per share in cash (the "Increased Proposal").
The Consortium is very disappointed by the tone and speed of S&N's
We believe the characterisation by S&N of our Increased Proposal as
"highly conditional" stems from a misunderstanding, in particular
with regard to their reference to our "full due diligence"
requirements. Our diligence is limited and confirmatory in nature
and is focused upon the Western European assets and our key
separation assumptions. We want to meet with the Board and clarify
our limited requirements for the benefit of S&N shareholders.
The Consortium is convinced that the Increased Proposal delivers a
full and fair value in cash and is in the best interests of S&N
shareholders. Despite the Consortium's best efforts, S&N has again
refused to engage in discussions to convert the Increased Proposal
into a firm recommended offer.
S&N shareholders are urged to direct the Board of S&N to enter into
discussions with the Consortium, to facilitate due diligence access
and to enable a firm cash offer to be launched as soon as
Commenting on the hasty rejection of the Consortium's Increased
Jean-François van Boxmeer, Chairman and CEO of Heineken N.V. said:
"We have tabled a full and fair offer with only limited, customary
conditions. I strongly urge S&N shareholders to ensure the S&N Board
takes the necessary steps to allow us to announce a recommended offer
as soon as possible."
Jørgen Buhl Rasmussen, CEO of Carlsberg commented:
"We find the board's intransigence and ill-informed rejection very
disappointing. The time has come for S&N shareholders to direct
their Board to engage with us."
This announcement does not constitute an announcement of a firm
intention to make an offer under Rule 2.5 of the Code. There can be
no certainty that any offer will be made even if the pre-conditions
referred to above are satisfied or waived.
Tel: +31 (0)20 52 39 355
Investor and analyst enquiries
Jan van de Merbel
Tel: +31 (0)20 52 39 590
Financial adviser and Corporate Broker to the Consortium and to
James Leigh Pemberton (Corporate Broking)
Tel: +44 20 7888 8888
Lehman Brothers Europe Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively as financial adviser and corporate broker to the
Consortium and Carlsberg and no one else in connection with the
possible offer referred to in this announcement and will not be
responsible to anyone other than the Consortium and Carlsberg for
providing the protections afforded to clients of Lehman Brothers
Europe Limited nor for providing advice in relation to this
announcement or any matter referred to herein.
Credit Suisse, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for the Consortium and
Heineken and no one else in connection with the possible offer
referred to in this announcement and will not be responsible to
anyone other than the Consortium and Heineken for providing the
protections afforded to clients of Credit Suisse nor for providing
advice in relation to this announcement or any matter referred to
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"),
if any person is, or becomes, "interested" (directly or indirectly)
in 1% or more of any class of "relevant securities" of S&N plc, all
"dealings" in any "relevant securities" of that company (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 pm (London time) on the London business day following the
date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared,
unconditional as to acceptances, 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 plc, 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 Code, all "dealings" in
"relevant securities" of S&N plc by Carlsberg or Heineken or S&N, or
by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the London 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 Takeover 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 Code, which can also be
found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you
should consult the Panel.
This announcement is not intended to and does not constitute or form
part of an offer or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction.