Selangor, September 8th, 2009 – The Board of Directors of Carlsberg Brewery Malaysia Berhad (Carlsberg Malaysia) announced that Carlsberg Malaysia has on 8th September 2009, after completion of the due diligence review, entered into a share purchase agreement (SPA) for the proposed acquisition of one million ordinary shares representing 100 % equity interest in Carlsberg Singapore Pte Ltd (CSPL) from Carlsberg Asia Pte Ltd (CAPL), a wholly-owned subsidiary of Carlsberg Breweries A/S CBAS).
This announcement and press release follow the announcement dated 28 July 2009 where Carlsberg Malaysia entered into a Memorandum of Understanding with CBAS to evaluate the possibility of the proposed acquisition.
The purchase consideration for the acquisition of the one million ordinary shares in CSPL of RM370 million is to be fully satisfied in cash and will be financed by Carlsberg Malaysia’s internally generated funds.
“We are pleased that the purchase consideration which was arrived at on a ’willing-buyer willing-seller’ basis was confirmed to be well within the range of fair value as estimated by the independent valuer Messrs PricewaterhouseCoopers Capital Sdn Bhd after considering the current performance as well as future prospects of CSPL” commented Dato’ Lim Say Chong who is Carlsberg Malaysia’s Chairman and is an independent nonexecutive director.
He added that “The proposed acquisition and expansion in the region will benefit Carlsberg Malaysia strategically as it is a good business fit, the beer market in Singapore is attractive and Carlsberg Singapore is a successful, well run and profitable company. In addition, the financial rationale for the proposed acquisition is justifiable as there are significant synergies to be realized, the investment is earnings accretive to Carlsberg Malaysia and Carlsberg Malaysia’s surplus funds will be better utilised.”
The salient terms of the SPA which were announced to Bursa Malaysia include the following:
(a) CAPL undertakes to provide a profit guarantee to Carlsberg Malaysia for the aggregate profit after tax of CSPL of SGD24 million for financial years ending 31 December 2009 and 2010;
(b) CBAS as a major shareholder of CBMB will, in respect of the financial years ending 31 December 2009 to 2013 (both inclusive), support CBMB Board proposals to distribute net dividend of between 50% to 70% of the distributable annual profits of CBMB Group according to its statutory accounts;
(c) CBAS shall waive, for a period of 20 years, its right to terminate the licence to use the Carlsberg trademark in connection with the terms of the Intra Group Sourcing and Licence Agreement in force between CSPL and CBAS.
The proposed acquisition is not expected to have any material effect on the earnings and earnings per share of the Carlsberg Malaysia Group for the financial year ending 31 December 2009 as the proposed acquisition is only expected to be completed in the 4th quarter of 2009.
The proposed acquisition is deemed to be a related party transaction under Chapter 10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and as such the Carlsberg Malaysia Board has appointed RHB Investment Bank Berhad as Independent Adviser to advise the non-interested directors and minority shareholders of Carlsberg Malaysia on whether the proposed acquisition is fair and reasonable.
A circular to shareholders setting out the details of the proposed acquisition will be sent to the shareholders of Carlsberg Malaysia in due course.
The proposed acquisition is conditional upon the approval of the shareholders of Carlsberg Malaysia at an extraordinary general meeting to be convened for the proposed acquisition.