Heineken’s Acquisition of APB Approved by Competition Commission of Singapore

HeinekenAMSTERDAM – Heineken N.V. (‘HEINEKEN’) today announced that the Competition Commission of Singapore (the ‘CCS’) has granted clearance for the acquisition by Heineken International B.V. (‘HIBV’) of Fraser and Neave, Limited’s (‘F&N’) direct and indirect interests in Asia Pacific Breweries Limited (‘APB’) and F&N’s interest in the non-APB assets held by Asia Pacific Investment Private Limited (‘APIPL’) (the ‘Transaction’). The CCS has found that the Transaction, if carried into effect, will not infringe the Section 54 prohibition of the Competition Act of Singapore.

To date, the conditions precedent specified in paragraphs 2.1(a), (b), (c) and 2.2(a) of the Pre-conditional Offer Announcement (as defined below) are satisfied. Accordingly, HEINEKEN and F&N have agreed to complete the Transaction by no later than 20 November 2012. Upon completion of the Transaction, HEINEKEN will own in aggregate a 95.3% stake in APB.

After completion of the Transaction, HIBV will make a mandatory general offer (‘MGO’) for all the shares of APB that the HEINEKEN group does not already own, in accordance with the Singapore Code on Take-overs and Mergers. Subsequently, HEINEKEN will seek to delist APB. Further details of the MGO will be provided in the MGO Announcement to be made by Credit Suisse and Citi on behalf of HIBV on completion of the Transaction.

Directors’ Responsibility Statement:

The directors of each of HIBV and HEINEKEN (including those who may have delegated supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that there are no other material facts not contained in this Announcement the omission of which would make any statement in this Announcement misleading.
Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from F&N or APB, the sole responsibility of the directors of each of HIBV and HEINEKEN has been to ensure through reasonable enquiries that such information has been accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.

The directors of each of HIBV and HEINEKEN jointly and severally accept responsibility accordingly.


Completion of the Transaction will only occur if and when all the relevant conditions precedents set out in the sale and purchase agreement entered into between HIBV and F&N are satisfied and/or waived. Please refer to the pre-conditional offer announcement made by Credit Suisse and Citi, for and on behalf of, HIBV on 17 August 2012 (“Pre-conditional Offer Announcement”), for further information. This press release should be read in conjunction with the Pre-conditional Offer Announcement. A copy of the Pre-conditional Offer Announcement is available on www.sgx.com.

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