Amsterdam 11 January 2010 - Heineken N.V. ("Heineken") today announced it will
create a major new platform for growth by acquiring the beer operations of
Fomento Económico Mexicano, S.A.B. de C.V ("FEMSA") via an all share transaction
(the "Transaction"). Heineken will acquire FEMSA Cerveza, comprising 100% of
FEMSA's Mexican beer operations (including its US and other export business) and
the remaining 83% of FEMSA's Brazilian beer business that Heineken does not
currently own.
As a result of the Transaction, FEMSA will hold a 20.0% economic interest in the
Heineken Group (with shareholdings at both Heineken and Heineken Holding N.V.
("Heineken Holding")). A portion of the Heineken shares allotted to FEMSA will
be delivered over a period of not more than five years (the "Allotted Shares").
FEMSA will have the right to appoint two non executive representatives to the
Supervisory Board of Heineken, one of whom will be a Vice Chairman of the
Heineken N.V. Supervisory Board and will also be appointed to the Board of
Directors of Heineken Holding. Heineken Holding will maintain its 50.005% stake
in Heineken N.V.
Based upon the Heineken N.V share price of ?32.925, as at 8 January 2010, the
implied equity value of FEMSA Cerveza is ?3.8 billion (USD5.5 billion).
Including net debt and pension obligations of USD2.1 billion (?1.5 billion),
the total implied enterprise value for FEMSA Cerveza is approximately ?5.3
billion (USD7.6 billion).
Compelling Strategic Transaction
The acquisition delivers compelling strategic benefits globally and transforms
Heineken's presence in the Americas. In particular it:
* provides a unique opportunity to drive growth in three of the world's four
biggest beer profit pools by:
* * accessing both value and volume growth in Mexico, the world's fourth
largest beer profit pool;
* strengthening Heineken's leading position in the highly profitable
import and growing Hispanic segments in the USA, the world's most
profitable beer market; and
* providing the opportunity to build value in Brazil, the world's second
largest beer profit pool;
* offers significant scope to accelerate the growth of the Heineken brand in
the premium segment in both Mexico and Brazil using FEMSA Cerveza's
established route to market;
* strengthens Heineken's leading international portfolio with the addition of
the Dos Equis, Tecate and Sol brands;
* gives Heineken access to strong revenues and cashflows, consolidating its
position as the world's second largest brewer by revenue (?16.7 billion);
and
* further builds Heineken's exposure to growth from developing markets.
Financial Highlights
Annual cost synergies and savings to be achieved through operating best
practices are expected to reach ?150 million by 2013. Heineken also expects
revenue enhancement initiatives to deliver substantial earnings improvement over
a similar period and in the longer term.
The Transaction is expected to be earnings per share accretive after two years
and to deliver positive economic profit after six years.
The all share nature of the deal allows Heineken to maintain a robust financial
position, supported by strong cash flow generation. Heineken's net debt/EBITDA
ratio as at 30 June 2009, proforma for the Transaction, remains largely
unchanged at 3.1 times.
Share Transaction and Governance
Following completion of the Transaction and delivery of the Allotted Shares,
FEMSA will be the second largest shareholder in the Heineken Group, holding
12.5% of Heineken and 14.9% of Heineken Holding, which together represent a
20.0% economic interest in the Heineken Group.
FEMSA will be given the right to appoint two non executive representatives to
the Supervisory Board of Heineken and one of these representatives will also be
appointed to the Board of Directors of Heineken Holding. FEMSA, Heineken and
Heineken Holding have agreed to enter into a Corporate Governance Agreement
establishing the relationship between the partners in the future, including
board representation as well as customary lock-up and standstill provisions.
Timing
The Transaction is expected to close in the second quarter of 2010 and is
subject to the customary approval of the relevant regulatory authorities and the
approval of the shareholders of Heineken, Heineken Holding and FEMSA.
Heineken Holding, the controlling shareholder of Heineken, has committed to vote
in favour of the proposed transaction as has L'Arche Green N.V., the controlling
shareholder of Heineken Holding, at the respective shareholder meetings. In
addition, the Voting Trust which controls 39% of FEMSA has entered into an
undertaking to vote in favour of the Transaction at the FEMSA shareholder
meeting.
Commenting on the Transaction, Jean-François van Boxmeer, Chairman and Chief
Executive of Heineken, said:
"This is a compelling and significant development for Heineken. It transforms
our future in the Americas and marks the next stage in Heineken's strong
association with FEMSA. Through this deal we become a much stronger, more
competitive player in Latin America, one of the world's most profitable and
fastest growing beer markets. The acquisition strengthens considerably our
position within the global beer market, expands our portfolio of leading
international brands and enhances our leading position in the US import market.
I am confident that this transaction will generate considerable future value
for stakeholders in both groups.
"I am delighted to welcome our new and talented colleagues into Heineken. We
will benefit from their considerable skills, experience and ideas. We also
welcome FEMSA as a significant shareholder in the Heineken Group. We look
forward to their valuable contribution to our future."
Commenting on the Transaction, José Antonio Fernández Carbajal, Chairman of the
Board and CEO of FEMSA said:
"We are enthusiastic about this transaction, which allows FEMSA's beer
operations to become an integral part of Heineken's leading global platform. In
the context of the reconfiguration of the global brewing landscape, scale and
geographic diversification are more important than ever, and this transaction
responds to that imperative. Heineken presented us with the most compelling
opportunity to transform our brewing assets. It enables us to unlock the
significant value that we have created during the past decade, while also
allowing our shareholders, through our significant stake in Heineken, to
participate in the long-term value creation we believe will come from aligning
FEMSA Cerveza with Heineken. At the same time, this transaction increases
FEMSA's operational and financial flexibility, allowing us to focus our
attention and resources on the significant growth opportunities for Coca-Cola
FEMSA and OXXO".
A conference call for analysts and investors will start at 11:00 CET today and
will be broadcast live via the website. The presentation can be monitored live
onwww.heinekeninternational.com, from which it can be downloaded afterwards.
Press enquiries
Véronique Schyns
Tel: +31 (0)20 5239 355
veronique.schyns@heineken.com
Financial Dynamics
Charlie Armitstead
Tel: +44 207 269 7176 / +44 7703 330 269
charles.armitstead@fd.com
Investor and analyst enquiries
Jan van de Merbel
Tel: +31 (0)20 5239 590
investors@heineken.com
Editorial information:
Heineken N.V. is one of the world's great brewers and is committed to growth and
remaining independent. The brand that bears the founder's family name - Heineken
- is available in almost every country on the globe and is the world's most
valuable international premium beer brand. The company's aim is to be a leading
brewer in each of the markets in which we operate and to have the world's most
prominent brand portfolio. In 2008, the Company operated 125 breweries in more
than 70 countries and sold 162 million hectolitres of beer. Heineken is Europe's
largest brewer and the world's third largest by volume. Heineken is committed to
the responsible marketing and consumption of its more than 200 international
premium, regional, local and specialty beers and ciders. These include Amstel,
Birra Moretti, Cruzcampo, Foster's, Maes, Murphy's, Newcastle Brown Ale, Ochota,
Primus, Sagres, Star, Strongbow, Tiger and Zywiec. In 2008, revenue totalled
EUR14.3 billion and Net Profit before exceptional items and amortisation was
EUR1.0 billion. In 2008, the average number of people employed was 56,208.
Heineken N.V. and Heineken Holding N.V. shares are listed on the Amsterdam stock
exchange. Prices for the ordinary shares may be accessed on Bloomberg under the
symbols HEIA NA and HEIO NA and on the Reuter Equities 2000 Service under
HEIN.AS and HEIO.AS. Additional information is available on Heineken's home
page:http://www.heinekeninternational.com
.
[HUG#1371950]
Download complete press release Heineken N.V. here: http://hugin.info/130667/R/1371950/335927.pdf
