Heineken wins full control of Asia Pacific Breweries

Written by Reuters | Singapore | Updated: Sep 29 2012, 08:38am hrs
Heineken won full control of the maker of Tiger beer on Friday after shareholders of its Asian partner, Fraser and Neave, voted in favour of selling the conglomerate's stake in the brewer for $6.3 billion.

The vote ends a two-month battle between Heineken and companies linked to Thai billionaire Charoen Sirivadhanabhakdi for control of Asia Pacific Breweries, which makes several other popular brands of beer and operates 30 breweries across 14 countries.

The spotlight is now on F&N over a $7.2-billion bid for the rest of the conglomerate by Charoen through Thai Beverage and TCC Assets. The Thais control 30.7% of F&N, which will remain a large player in the property and soft drinks businesses after the APB sale.

The Thais could have tried to block the sale of F&N's 40% stake in APB to Heineken but said last week they would vote in favour of the deal. The Dutch brewer, in turn, agreed not to make a competing bid for control of F&N.

Heineken, already the owner of nearly 56% of APB through an 81-year-old venture with F&N, sought full control of the brewer to ward off Charoen's advances and protect its interests in Asia's fast-growing beer market.

While the Thais have given their approval for the APB sale, they are not yet ready to funnel back the proceeds to shareholders. A proposal by F&N's board to pay out S$4 billion to shareholders via a capital reduction failed at the shareholders' meeting due to opposition from the Thais. The motion required 75% support but got only 54%.

"This move gives ThaiBev and TCC greater influence over the use of proceeds from the APB divestment as F&N's largest single shareholder," Deutsche Bank analyst Gregory Lui said in a client note.

"ThaiBev/TCC could use the capital to fund acquisitions to grow F&N's business, or to make distributions which may be more amenable to ThaiBev/TCC."

By keeping the S$4 billion within F&N, the Thais would also make it more expensive for a third party to launch a counterbid for the conglomerate, other analysts and bankers have said.

The Thai group's offer for the rest of F&N that it does not own expires on October 29.

Trading of F&N shares was suspended on Friday.

Japan's Kirin Holdings, F&N's second-biggest shareholder with a 15% stake, is still holding out for potentially a higher price, sources said.

The Japanese brewer was exploring options including selling its F&N stake to Thai Beverage or another potential buyer, sources with direct knowledge of the matter said.

Kirin has not indicated any intention to sell, F&N's financial controller Hui Choon Kit told a news conference in Singapore after the shareholders' meeting. The Japanese brewer said previously it was interested in F&N's food and non-alcoholic drinks business. Kirin bought the stake in F&N for S$6.50 a share from Singapore state investor Temasek Holdings in 2010.

In a meeting attended by more than 500 shareholders, shareholder activist Mano Sabnani described the Thai offer price of S$8.88 per share as "lacklustre.