F&N/APB

F&N/APB: Heineken has bid $5.1b (US$4.1b) for APB, offering to buy F&N stake and other ordinary shares it does not already own. The Dutch brewer will make a mandatory general offer for all shares of APB it does not own at a price of $50/share. Heineken has also offered $163m for F&N's interest in the non-APB assets held by Asia Pacific Investment, a 50/50 JV between Heineken and F&N. The offer comes two days after co’s linked to Thai drinks and property tycoon Charoen Sirivadhanabhakdi bought F&N and APB shares from OCBC for $3b. That has put pressure on Heineken to protect its investment in APB, with which it makes the popular Tiger beer. Context to the offer: F&N holds a 50% stake in APIPL (which in turn owns a 64.8% stake in APB) and a 7.3% stake in APB. Heineken holds the remaining 50% stake in APIPL and a 9.5% stake in APB. The Heineken brand, brewed under license from HEINEKEN, is APB's largest brand representing 30% of its volume. Recall that Thai Beverage will acquire OCBC Bank's, Great Eastern Holdings Limited's and Lee combined 22% stake in F&N for S$8.88 per F&N share and that Kindest Place Groups will acquire a combined 8.4% stake in APB for S$45.00 per APB share. Heineken's offer is not subject to due diligence nor conditional on financing. It is only subject to the following conditions: the F&N board recommending to its shareholders to vote in favour of the offer at the relevant shareholders' meeting, F&N's shareholders' approval and final transaction documentation being entered into between F&N and Heineken. Grp note that while it is keen to agree a consensual deal with F&N, however if it is denied the ability to extend its offer to all APB shareholders it will review all options available to protect its commercial interests. Credit Suisse and Citi are advising Heineken.