E-Malt.com News article: 1209

The Dutch brewing force, Heineken NV, announced on June 11 that, GeBAG shareholders representing 80% of the shares, have accepted the offer of Heineken and will transfer their shares to Heineken. Heineken is confident it will acquire the remaining shares in the next two years.

GeBAG (Getränke-Beteiligungs-AG) holds 68.7 % of the shares of BBAG (Österreichische Brau-Beteiligungs-Aktiengesellschaft). The offering completes successfully the first step in the acquisition of BBAG by Heineken. Closing of the transaction is subject to regulatory approvals.

In Central Europe BBAG has breweries in five countries: Austria, Poland, the Czech Republic, Hungary and Romania. After completion of the transaction, Heineken and BBAG will combine all their operations in Central Europe in the newly formed company Brau Union AG. This company will be responsible for all operations in 13 Central European countries, namely: Austria, Poland, the Czech Republic, Romania, Hungary, Serbia-Montenegro, Slovakia, Bulgaria, Croatia, Bosnia-Herzegovina, Slovenia, Macedonia and Albania.

With the combination of all operations and with a strong brand portfolio, the new Brau Union gains a leadership position in Central Europe and provides a strong platform for the international brands in the region, and in particular for Heineken. In addition to the excellent growth potential Brau Union will realise significant synergies to create shareholder value.

The total transaction value, based on the 100% Enterprise Value of GeBAG and BBAG - including the value of the free-float minorities of BBAG and Brau Union - is EUR 1.9 billion. On this basis the transaction value consists of a cash outlay of EUR 1.5 billion (EUR 0.8 billion in 2003, with the remainder to be paid out in 2004) and the assumption of approximately EUR 0.4 billion of debt.

Once regulatory approvals and the transaction is completed, Heineken will launch a public offer for the outstanding shares (the free float) of BBAG and its sub-holding Brau Union AG ('BU'). Heineken will make offers at prices of EUR 124.00 per BBAG share and EUR 127.27 per BU share. These offers will be made in accordance with the Austrian Takeover Act and are expected to be made in the final quarter of 2003/first quarter of 2004.


12 June, 2003