November 16, 2012
Announcement of Overseas Union Enterprise Limited's
Cash Offer for Fraser and Neave, Limited
On November 15, 2012, a consortium led by Overseas Union Enterprise Limited (Singapore; Chairman, Steven Riady; hereafter, "OUE") announced that it has made a voluntary conditional cash offer ("Offer") for all of the issued and paid-up ordinary shares of Fraser and Neave, Limited (Singapore; Chairman, Lee Hsien Yang; hereafter, "F&N"), of which Kirin Holdings Company, Limited (Tokyo, Japan; President and CEO, Senji Miyake; hereafter, "Kirin") currently owns a minority stake.
In its announcement, OUE disclosed that Kirin has agreed to acquire the food and beverage business of the F&N group ("F&B Business"), and OUE has agreed to vote all its shares in F&N in favor of Kirin's acquisition of the F&B Business, if the Offer completes successfully and based on certain conditions being satisfied. Kirin has also agreed to accept the Offer in respect of its shares in F&N subject to certain conditions set out in OUE's announcement. Kirin confirms the accuracy of OUE's announcement regarding the above agreements with Kirin.
As the Offer progresses, if any material additional information is determined, Kirin will make an updated announcement.
Outline of the Offer
| 1. | Offeror: | Consortium led by OUE |
| 2. | Offer Price: | SGD 9.08 (JPY590) per share in F&N |
| 3. | Offer Period: | To be announced |
| 4. | Minimum Acceptance Condition: | More than 50% of the total shares in F&N |
| 5. | Offer Price for F&N F&B Business: | SGD 2,700 million (JPY 176 billion) |
| (based on undertaking between OUE and Kirin) |
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Overview of OUE
| 1. | Company name: | Overseas Union Enterprise Limited. |
| 2. | Headquarters: | Singapore |
| 3. | Incorporation: | 1964 |
| 4. | Chairman: | Stephen Riady |
| 5. | Revenue: | SGD 332.4 million (Approx. JPY 21.6 billion) as of December 31, 2011 |
| 6. | Profit before tax: | SGD 394.9 million (Approx. JPY 25.7 billion) as of December 31, 2011 |
| 7. | Business: | OUE is a group company of the Lippo Group in Indonesia. OUE is listed on the Singapore Stock Exchange Main Board. OUE's businesses include development and sale of properties, management of hotels and residential properties owned by the group mainly in Singapore, Malaysia and China. |
Overview of F&N
| 1. | Company name: | Fraser and Neave, Limited |
| 2. | Headquarters: | Singapore |
| 3. | Incorporation: | 1898 |
| 4. | Chairman: | Lee Hsien Yang |
| 5. | Net Asset / Total Asset: | Approx. SGD 7.7 billion (Approx. JPY 500.5 billion) as of September 30, 2011 |
| Approx. SGD 13.8 billion (Approx. JPY 897.0 billion) as of September 30, 2011 |
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| 6. | Revenue: | Approx. SGD 6.3 billion (JPY 409.5 billion) as of September 30, 2011 |
| Operating income: | Approx. SGD 2.1 billion (JPY 136.5 billion) as of September 30, 2011 |
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| Profit after tax: | Approx. SGD 1.1 billion (JPY 71.5 billion) as of September 30, 2011 |
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| 7. | Employees: | Approx. 18,000 |
| 8. | Business: | Food and beverage (59%), real estate (34%), printing and publishing (6%) and others (1%) *( ) expresses % of Total revenue (excluding internal transactions) as of September 30, 2011 |
| 9. | Major Brands: |
Beverages:100PLUS, F&N and SEASONS Dairies:Magnolia, Fruit Tree Fresh, Nutrisoy and Nutritea |
| 10. | Number of shares owned by Kirin:212,773,000 (14.77% of total) | |