April 1, 2023

DealBook: Thai Magnate’s $11.2 Billion Bid Poised to Win Fraser & Neave

HONG KONG – After four months of fierce bidding between two Asian tycoons, a multibillion-dollar battle for control of Fraser Neave appears to have reached its denouement.

A bidding deadline on Monday evening set by Singapore’s takeover regulator came and went, meaning the victor will probably be TCC Assets, controlled by Charoen Sirivadhanabhakdi of Thailand. It raised its offer on Friday to 9.55 Singapore dollars a share, valuing Fraser Neave at 13.76 billion dollars ($11.19 billion).

That was apparently enough to chase away a counteroffer by Overseas Union Enterprise, which is part of the Indonesian billionaire Mochtar Riady’s Lippo Group and is led by Mr. Riady’s son Stephen.

Overseas Union had entered the contest for Fraser Neave in November, when it bid 9.08 dollars a share.

Under the terms of the auction process — mandated last week by the takeover regulator, Securities Industry Council, and intended to remove uncertainty for shareholders — Overseas Union had until 6 p.m. on Monday in Singapore to submit an increased offer.

Had it done so, TCC Assets would have had 24 hours to counter, and the auction process would have continued in this manner until one of the parties failed to submit a counteroffer.

In a statement after the deadline passed, Overseas Union confirmed it had not made a new bid, saying that in order to succeed it “would need to significantly increase the offer price to a level which is no longer as attractive to Overseas Union, in particular, given the potential impact of the recent measures taken by the Singapore government in relation to the property market.”

Fraser Neave, established in 1883 to sell carbonated drinks in Southeast Asia, owns businesses that include beverages, shopping centers and full-service apartments. In September, the company agreed to sell its controlling stake in Asia Pacific Breweries, the maker of Tiger Beer, to Heineken in a deal worth $4.6 billion.

TCC Assets already owned a 30 percent stake in Fraser Neave, and in September made an initial takeover bid for the company at 8.88 dollars a share. Since then, TCC Assets has increased its stake to 40 percent. The Thai company’s revised bid on Friday represented a 5.2 percent premium to the offer submitted by Overseas Union in November.

The passing of Monday’s deadline without a new bid from Overseas Union means shareholders are likely to favor the higher offer from TCC Assets when they eventually vote on the deal. A vote has yet to be scheduled.

Investors in Fraser Neave have been bullish about a bidding war for the last few months. On Monday, an hour before the bidding deadline, the stock closed at a record high of 9.74 dollars. That was up 1.7 percent from the closing price on Friday and above any of the takeover bids that had been announced up to the end of the trading day.

Overseas Union is being advised by Credit Suisse, Bank of America Merrill Lynch and C.I.M.B. of Malaysia. TCC Asset’s advisers are the United Overseas Bank, DBS of Singapore and Morgan Stanley.

Article source: http://dealbook.nytimes.com/2013/01/21/11-2-billion-thai-bid-poised-to-win-singapore-conglomerate/?partner=rss&emc=rss

DealBook: Heineken Clinches Deal for Asia Pacific Breweries With $4.5 Billion Offer

Jean-Francois van Boxmeer, chief executive of HeinekenMarcel Antonisse/European Pressphoto AgencyJean-Francois van Boxmeer, chief executive of Heineken

Heineken claimed victory in its fight to gain control of Asia Pacific Breweries on Friday, announcing a sweetened deal to buy the rights to the beer maker held by Fraser Neave for about $4.5 billion.

Under the terms of the new agreement, Heineken will pay about $42.28 a share for Fraser Neave’s 39.7 percent stake in Asia Pacific. It will also pay about $130 million for certain other assets held by Fraser Neave.

All told, the new offer is worth nearly 10 percent more than Heineken’s initial offer, which was unveiled on July 20.

Through the agreement, which is still pending shareholder approval, Heineken will own 81.6 percent of Asia Pacific. The international brewer would then move to buy out the remaining shareholders, spending an estimated $2 billion.

“I am pleased that FN’s Board has agreed that our increased offer, which is now final, represents excellent value for FN and APB shareholders,” Jean-François van Boxmeer, Heineken’s chairman and chief executive, said in a statement.

The acquisition will give Heineken a stronger base from which to bolster its Asian operations, as Western brewers look to emerging markets to compensate for flat sales elsewhere.

Analysts had said that a higher bid from Heineken was in the offing, especially after Thai Beverage announced this week that it had added to its stake in Fraser Neave, giving it a potentially bigger say in the terms of a revised deal.

Heineken said that it planned to pay for the deal through cash on hand, an existing revolving credit facility and new financing lined up by its banks, Credit Suisse and Citigroup. The company said that it planned to cut its net debt to below 2.5 times its earnings within 24 months of closing the transaction.

As part of the deal, Fraser Neave cannot solicit or hold talks with alternative bidders for its Asia Pacific stake. Should its shareholders reject Heineken’s offer at the conglomerate’s annual meeting, it must pay the brewer a break-up fee of about $45 million.

Article source: http://dealbook.nytimes.com/2012/08/17/heineken-clinches-deal-for-asia-pacific-breweries-with-4-5-billion-offer/?partner=rss&emc=rss

DealBook: Heineken Faces Challenge Over Asian Brewer

LONDON — Heineken’s efforts to secure a controlling stake in Asia Pacific Breweries is facing a setback after Thai Beverage increased its stake in Fraser Neave, the Singapore-based conglomerate that had agreed to sell its rights in the Asian brewer to Heineken for around $4.1 billion.

Fraser Neave announced on Monday that Thai Beverage was increasing its stake to 26.2 percent, making it the company’s largest shareholder and putting Thai Beverage in a strong position to dictate whether Fraser Neave shareholders support Heineken’s takeover offer.

Kindest Place, a separate company controlled by the son-in-law of Thai Beverage’s chairman, also has bought an 8.6 percent stake in Asia Pacific Breweries. This month, the company had offered to buy Fraser Neave’s 7.3 percent direct stake in the Asian brewer.

Heineken plans to use Asia Pacific Breweries’ market share across the region to bolster its own operations in Asia. The jockeying may force Heineken to increase its offer for the 40 percent stake in the Asian brewer that Fraser Neave owns through a joint venture with Heineken.

Analysts say Heineken may have to raise its $40-a-share offer to around $44 to secure control of Asia Pacific Breweries without having Thai Beverage as a vocal minority owner.

“We think that Heineken would prefer not to have Thai Bev as an ongoing minority within A.P.B., which could continue to restrict how that company is managed,” Nomura analysts said in a note to investors.

Thai Beverage’s stake is not Heineken’s only potential problem. The Japanese brewer Kirin also owns a 15 percent share of Fraser Neave and may look to acquire the company’s soft drinks business.

Fraser Neave shareholders are expected to vote on Heineken’s takeover offer by early September. If approved, the deal will close by the end of the year.

The efforts to control Asia Pacific Breweries come as brewers are turning to emerging markets because of a slowdown in Western economies.

Earlier this year, Anheuser-Busch InBev, whose beer brands include Budweiser and Stella Artois, agreed to buy the half of the Mexican brewer Grupo Modelo that it did not already own for $20.1 billion. SABMiller also bought Foster’s Group, the biggest beer company in Australia, for $10.15 billion late last year.

Article source: http://dealbook.nytimes.com/2012/08/14/heineken-faces-challenge-over-asian-brewer/?partner=rss&emc=rss