Heineken N.V. (" Heineken") and Carlsberg A/S ("Carlsberg ") Nothing
New from S&N plc ("S&N") Trading and Strategy Update
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, 20 November 2007 - Heineken and Carlsberg (the
"Consortium") note the S&N trading update and management presentation
made this morning regarding its strategic plans for the S&N
business. S&N's disclosure today contained no surprises. In
particular the Consortium believes that:
* The results of the S&N controlled businesses in Western Europe
are disappointing and these businesses remain under pressure.
The Western European operations account for the majority of
profits and almost all of the group's cash flow from operations.
* The raft of tactical initiatives announced today for the Western
European markets may very well not be in the long term interests
of the business and carry significant execution risk.
* There is no merit to the BBH arbitration case. Carlsberg and its
lawyers (Vinge and Norton Rose) have carefully reviewed all of
the materials provided by S&N today and confirm that there
continues to be no foundation to S&N's claims. In particular,
Carlsberg would like to emphasise that, contrary to what is
stated in the presentation given by S&N to analysts this morning,
Carlsberg is not a party to the BBH shareholders agreement (and
so cannot be in breach of it) and neither therefore is Carlsberg
a party to the arbitration. Pripps-Ringnes AB is a party to the
BBH shareholders agreement and is the party that arbitration
proceedings have been instituted against. According to Swedish
law Pripps-Ringnes AB cannot be held responsible for actions by
Carlsberg or the Consortium in relation to the proposed offer.
Commenting on S&N's trading update, Jean-François van Boxmeer,
Chairman and CEO of Heineken said:
"In light of today's unconvincing trading update and list of tactical
initiatives, we urge S&N's shareholders to continue to encourage
their board to engage with the Consortium."
Jørgen Buhl Rasmussen, CEO of Carlsberg commented:
"We have seen nothing new today which would deliver greater value for
S&N shareholders than our proposal. The BBH arbitration process
continues to be a smokescreen. We remain ready to sit down with the
Board of S&N to progress our 750p cash proposal at the earliest
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 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 herein.
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.