E-Malt.com News article: Australia: Lion Nathan still exercising pressure on Coopers

Lion Nathan brewery has called on the board of takeover target Coopers Brewery Ltd to set up an independent sub-committee to represent minority shareholders or for independent director David Kingston to step aside, Asia Pulse communicated on November 28.

Lion Nathan’s chief executive Rob Murray said Mr Kingston was the only independent director on the Coopers board but he (Mr Kingston) had recently discovered a conflict of interest.Therefore, said Mr Murray, Coopers shareholders were unable to draw upon independent advice from the Coopers board on the Lion Nathan bid.

"Given that shareholders are being asked to make decisions that have the potential to permanently and significantly impact the value and liquidity of their shareholdings and those of future generations, it is crucial that their board is able to provide independent advice," Mr Murray said.

"In these circumstances, the only appropriate course of action if Mr Kingston does not step aside is for the Coopers board to establish an independent sub-committee to advise minority shareholders on our bid."

The shareholders of Coopers are scheduled to hold two extraordinary general meetings on December 7 when they will vote on amendments to the Coopers constitution and on a proposed Coopers share buyback. The resolution amending the Coopers constitution will withdraw third-tier pre-emptive rights that Lion Nathan has to acquire Coopers shares, and if passed, will effectively kill the Lion Nathan bid.

In conformity with the the Coopers target's statement, Mr Kingston was unable to make a recommendation to shareholders on whether or not to accept Lion Nathan's takeover offer, which was initially $260 per Coopers share and then raised to $310.

Mr. Kingston is the sole shareholder and director of K Capital Pty Ltd, which has a consulting arrangement with Coopers' financial adviser, Rothschild. Under that arrangement, K Capital is entitled to receive fees from Rothschild calculated on a basis which takes into account fees which may be payable by Coopers to Rothschild in relation to Lion Nathan's offer.

Lion Nathan said Mr Kingston was a member of a committee representing minority shareholders' interests in Ecorp in 2002 while at the same time acting as managing director of Rothschild Investment Banking.



30 November, 2005