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March 6, 2009

Planned Commencement of the Tender Offer for San Miguel Brewery Shares

Tokyo, March 6, 2009—Kirin Holdings Company, Limited (Tokyo, Japan; President and CEO, Kazuyasu Kato; hereafter, "Kirin") will commence a tender offer to acquire shares of San Miguel Brewery Inc. (Manila, Philippines; Chairman, Ramon S. Ang; hereafter, "SMB"). Kirin's plan for the tender offer has been disclosed.

Through the tender offer, Kirin seeks to acquire all tendered shares that are not owned by SMB's parent company San Miguel Corporation (Manila, Philippines; Chairman and CEO, Eduardo M. Cojuangco, Jr.; hereafter, "SMC"). The number of shares Kirin intends to acquire through the tender offer are 886,111,000 shares (5.75% of the issued and outstanding shares*1), and the contemplated tender offer period is from March 16, 2009 to April 17, 2009. The purchase price is Php8.841 per share (approx. ¥17*2), resulting in a total acquisition price for the tendered shares of approximately Php7.83 billion (approx. ¥14.9 billion*2).

Kirin is currently preparing to acquire 6,665,023,690 SMB shares (43.249% of the issued and outstanding shares*1) owned by SMC through a private transaction. The purchase price for the private transaction will be at the same price per share as the tender offer price, resulting in a total acquisition price of approximately Php58.93 billion (approx. ¥112 billion*2). The purchase for the private transaction will be made in two phases, targeting for final closing by the end of May 2009.
By combining both transactions, Kirin will be able to acquire up to 7,551,134,690 SMB shares (49% of the issued and outstanding shares) for Php66.76 billion (approx. ¥126.8 billion*2).

  • *1 Based on the number of shares as of December 31, 2008
  • *2 Php1.00 = ¥1.9 (as of February 18, 2009)

Kirin Group's long-term business vision, as outlined in "Kirin Group Vision 2015 (KV2015)", is to be a leading company in Asia and Oceania, and Kirin has been promoting a strategy in these regions of focusing on profitable operation.
SMB's beer market share in the Philippines is approximately 95%, and its parent SMC has long been in the business in Asia, including China, Vietnam, Indonesia and Thailand. Through this investment, Kirin is aiming to establish a strong operational base for both manufacturing and sales in the Asia and Oceania markets, accelerating creation of group synergies in alcohol business.

Kirin Group will constantly seek to nurture close bonds with its customers and offer the happiness of food and health, based on its marketing slogan oishisa wo egaoni - taste that makes you smile.

Summary of the Tender Offer for SMB Shares

1. Tender Offer Period: March 16, 2009 to April 17, 2009
2. Number of Shares Intended to Acquire: 886,111,000 shares (5.75% of the issued and outstanding shares*1)
3. Purchase Price: Php8.841 per share (approx. ¥17*2)
Total acquisition price for the tendered shares is approximately Php7.83 billion (approx. ¥14.9 billion*2)
4. Note: Kirin seeks to acquire all tendered shares that are not owned by SMB's parent company SMC. Kirin is currently preparing to acquire 6,665,023,690 SMB shares (43.249% of the issued and outstanding shares*1) owned by SMC through a private transaction (targeting for final closing by the end of May 2009).
  • *1 Based on the number of shares as of December 31, 2008
  • *2 Php1.00 = ¥1.9 (as of February 18, 2009)

SMB Corporate Factsheet

1. Company Name: San Miguel Brewery Inc.
2. Location of Headquarter Office: Manila, Philippines
3. Chairman: Ramon S. Ang
4. Total Equity: Php15.3 billion (Approx. ¥29.1 billion*1)
Total Assets:
(As of FY ended December 2007)		 Php22.6 billion (Approx. ¥42.9 billion*1)
5. Net Sales: Php48.8 billion (Approx. ¥92.7 billion*1)
Operating Income: Php15.6 billion (Approx. ¥29.6 billion*1)
Net Income:
(As of FY ended December 2008)		 Php10.0 billion (Approx. ¥19.0 billion*1)
*1 Php1.00 = ¥1.9 (as of February 18, 2009)
*   Fiscal year end for SMB is December 31
6. Number of Employees:
(As of FY ended December 2007)		 2,823
7. Business Description: Production and sale of beer in the Philippines
8. Core Brands: San Miguel Pale Pilsen, San Mig Light, Red Horse, Gold Eagle
9. Manufacturing Facilities: 5 manufacturing facilities (all in the Philippines)
  • *1 Based on the number of shares as of December 31, 2008
  • *2 Php1.00 = ¥1.9 (as of February 18, 2009)