Asia Pacific Breweries set to acquire Indonesia`s Multi Bintang
From the APB website:
APB Purchases Breweries in Indonesia and New Caledonia
It sells its two breweries in India
* Extends regional footprint to Indonesia and New Caledonia
* Adds leading beer brands, Bintang and Number One, to its portfolio
Today, Asia Pacific Breweries Limited (APB) entered into agreements with Heineken International B.V. and Heineken Brouwerijen B.V. (collectively 'Heineken') to:
* purchase Heineken's 68.5% interest in Indonesian-based PT Multi Bintang Indonesia Tbk (MBI) and/or its related corporations;
* purchase Heineken's 87.3% interest in Grande Brasserie de Nouvelle Caledonie S.A. (GBNC) located in New Caledonia; and
* sell APB's wholly-owned Indian operations, Asia Pacific Breweries (Aurangabad) Private Limited and Asia Pacific Breweries-Pearl Private Limited to Heineken.
Upon completion of the transactions, APB will launch a mandatory tender offer for the remaining MBI shares listed on the Indonesia Stock Exchange.
APB will invest approximately S$484.4 million for its 68.5% interest in MBI, and acquisition of the Bintang brand as well as a 87.3% stake in GBNC, the combined financing of which will be funded by internal resources, bank borrowings and issuance of bonds. From the sale of its Indian brewery operations, APB will receive S$51.9 million. The transaction is immediately accretive to APB's earnings.
In connection with the transactions, Heineken and APB will give certain undertakings to each other that will regulate the extent to which Heineken will be restricted from competing with APB in Indonesia and New Caledonia and APB will be restricted from competing with Heineken in India. However, this does not mean that the flagship brand of the Group, Tiger beer, will no longer be available in India as discussions are in progress to ensure continuity of its presence there.
Rationale
It has been APB's intention to expand its footprint in Asia-Pacific and the opportunity has now arisen for it to acquire profitable breweries in Indonesia and New Caledonia. While it has been APB's goal to build a market-leading presence in India, achieving this would require significant investment and time competing in a challenging market with low margins and well-entrenched incumbents. Given the option to acquire profitable breweries in Indonesia and New Caledonia, it is an opportune time to focus on Asia Pacific and consolidate our leading position in ASEAN. The move is strategic and better supports the vision of APB to become a leading brewery group in the Asia Pacific region.
Entry into Indonesia expands APB's footprint in a critical part of South-east Asia. Adding the iconic Bintang brand will grow APB's portfolio, which already includes international brands like Tiger beer and Heineken, and is expected to strengthen APB's regional competitive position.
Acquiring GBNC allows APB to broaden its platform in the South Pacific. Together with its existing breweries in New Zealand and Papua New Guinea, APB would strengthen its platform for accessing other markets in this region, which may provide opportunities for future expansion.
The acquisition of the leading beer brands and majority stakes in market leaders in both countries provides APB with immediate access to strong cash flows.
Commenting on the deal, Mr Roland Pirmez, Chief Executive Officer, APB said, "This is a milestone transaction for APB as it further underlines our commitment to be a leading brewery group in the Asia Pacific region. Not only does it extend our footprint to two new countries - Indonesia and New Caledonia - which are very strong performing beer markets, we are also assuming leading market positions via MBI and GBNC. Above all, both MBI and GBNC have impressive track records of profitable growth which will be immediately accretive to APB's earnings.
MBI
Established in 1929, MBI produces and distributes several brands, including Bintang beer (under licence from Heineken) in Indonesia and is the leading brewer in the country. For the financial year ended 31 December 2008, it sold 1.6 million hectolitres of beverages (including beer and soft drinks), had revenues of IDR1,325 billion (S$175.2 million), EBITDA of IDR373.6 billion (S$49.4 million) and net profit before tax of IDR314.0 billion (S$41.5 million), with shareholders' equity of IDR344.2 billion (S$45.5 million). MBI is listed on the Indonesia Stock Exchange and is majority-owned by Heineken.
GBNC
Established in 1971, GBNC produces and distributes several brands, including Number One beer in New Caledonia and is the leading brewer in the country. For the financial year ended 31 December 2008, it sold 0.2 million hectolitres of beverages (including alcoholic and non-alcoholic beverages), had revenues of CFPF 3.7 billion (S$62.6 million), EBITDA of CFPF 1.0 billion (S$17.2 million) and net profit before tax of CFPF 0.7 billion (S$11.7 million), with shareholders' equity of CFPF 1.9 billion (S$31.9 million). GBNC is not a listed entity.
Approvals
The transactions are subject to the approvals of the relevant authorities as well as APB's shareholders through an Extraordinary General Meeting targeted to be held in end January 2010. Upon completion of the transactions, expected in mid February 2010, APB will launch a tender offer for MBI's remaining shares at a price which is the higher of (a) the average of the highest price for the daily trading on the Indonesia Stock Exchange during the last 90 (ninety) days prior to announcement of the transactions i.e. 7 December 2009 and (b) the final price determined between Heineken and APB on the date of transfer which will be subject to customary closing adjustments.
The close of the transactions will culminate in an APB network of 36 brewery operations in 13 countries in the Asia Pacific region. APB's diverse footprint would then include Singapore, Malaysia, Cambodia, China, Thailand, New Zealand, Laos, Vietnam, Papua New Guinea, Sri Lanka, Mongolia, Indonesia and New Caledonia.
Morgan Stanley (Singapore) Pte is acting as exclusive international financial adviser to APB in connection with the transactions.
APB Purchases Breweries in Indonesia and New Caledonia
It sells its two breweries in India
* Extends regional footprint to Indonesia and New Caledonia
* Adds leading beer brands, Bintang and Number One, to its portfolio
Today, Asia Pacific Breweries Limited (APB) entered into agreements with Heineken International B.V. and Heineken Brouwerijen B.V. (collectively 'Heineken') to:
* purchase Heineken's 68.5% interest in Indonesian-based PT Multi Bintang Indonesia Tbk (MBI) and/or its related corporations;
* purchase Heineken's 87.3% interest in Grande Brasserie de Nouvelle Caledonie S.A. (GBNC) located in New Caledonia; and
* sell APB's wholly-owned Indian operations, Asia Pacific Breweries (Aurangabad) Private Limited and Asia Pacific Breweries-Pearl Private Limited to Heineken.
Upon completion of the transactions, APB will launch a mandatory tender offer for the remaining MBI shares listed on the Indonesia Stock Exchange.
APB will invest approximately S$484.4 million for its 68.5% interest in MBI, and acquisition of the Bintang brand as well as a 87.3% stake in GBNC, the combined financing of which will be funded by internal resources, bank borrowings and issuance of bonds. From the sale of its Indian brewery operations, APB will receive S$51.9 million. The transaction is immediately accretive to APB's earnings.
In connection with the transactions, Heineken and APB will give certain undertakings to each other that will regulate the extent to which Heineken will be restricted from competing with APB in Indonesia and New Caledonia and APB will be restricted from competing with Heineken in India. However, this does not mean that the flagship brand of the Group, Tiger beer, will no longer be available in India as discussions are in progress to ensure continuity of its presence there.
Rationale
It has been APB's intention to expand its footprint in Asia-Pacific and the opportunity has now arisen for it to acquire profitable breweries in Indonesia and New Caledonia. While it has been APB's goal to build a market-leading presence in India, achieving this would require significant investment and time competing in a challenging market with low margins and well-entrenched incumbents. Given the option to acquire profitable breweries in Indonesia and New Caledonia, it is an opportune time to focus on Asia Pacific and consolidate our leading position in ASEAN. The move is strategic and better supports the vision of APB to become a leading brewery group in the Asia Pacific region.
Entry into Indonesia expands APB's footprint in a critical part of South-east Asia. Adding the iconic Bintang brand will grow APB's portfolio, which already includes international brands like Tiger beer and Heineken, and is expected to strengthen APB's regional competitive position.
Acquiring GBNC allows APB to broaden its platform in the South Pacific. Together with its existing breweries in New Zealand and Papua New Guinea, APB would strengthen its platform for accessing other markets in this region, which may provide opportunities for future expansion.
The acquisition of the leading beer brands and majority stakes in market leaders in both countries provides APB with immediate access to strong cash flows.
Commenting on the deal, Mr Roland Pirmez, Chief Executive Officer, APB said, "This is a milestone transaction for APB as it further underlines our commitment to be a leading brewery group in the Asia Pacific region. Not only does it extend our footprint to two new countries - Indonesia and New Caledonia - which are very strong performing beer markets, we are also assuming leading market positions via MBI and GBNC. Above all, both MBI and GBNC have impressive track records of profitable growth which will be immediately accretive to APB's earnings.
MBI
Established in 1929, MBI produces and distributes several brands, including Bintang beer (under licence from Heineken) in Indonesia and is the leading brewer in the country. For the financial year ended 31 December 2008, it sold 1.6 million hectolitres of beverages (including beer and soft drinks), had revenues of IDR1,325 billion (S$175.2 million), EBITDA of IDR373.6 billion (S$49.4 million) and net profit before tax of IDR314.0 billion (S$41.5 million), with shareholders' equity of IDR344.2 billion (S$45.5 million). MBI is listed on the Indonesia Stock Exchange and is majority-owned by Heineken.
GBNC
Established in 1971, GBNC produces and distributes several brands, including Number One beer in New Caledonia and is the leading brewer in the country. For the financial year ended 31 December 2008, it sold 0.2 million hectolitres of beverages (including alcoholic and non-alcoholic beverages), had revenues of CFPF 3.7 billion (S$62.6 million), EBITDA of CFPF 1.0 billion (S$17.2 million) and net profit before tax of CFPF 0.7 billion (S$11.7 million), with shareholders' equity of CFPF 1.9 billion (S$31.9 million). GBNC is not a listed entity.
Approvals
The transactions are subject to the approvals of the relevant authorities as well as APB's shareholders through an Extraordinary General Meeting targeted to be held in end January 2010. Upon completion of the transactions, expected in mid February 2010, APB will launch a tender offer for MBI's remaining shares at a price which is the higher of (a) the average of the highest price for the daily trading on the Indonesia Stock Exchange during the last 90 (ninety) days prior to announcement of the transactions i.e. 7 December 2009 and (b) the final price determined between Heineken and APB on the date of transfer which will be subject to customary closing adjustments.
The close of the transactions will culminate in an APB network of 36 brewery operations in 13 countries in the Asia Pacific region. APB's diverse footprint would then include Singapore, Malaysia, Cambodia, China, Thailand, New Zealand, Laos, Vietnam, Papua New Guinea, Sri Lanka, Mongolia, Indonesia and New Caledonia.
Morgan Stanley (Singapore) Pte is acting as exclusive international financial adviser to APB in connection with the transactions.