FNN

FNN: has called a meeting of its sh/h on Sep 28 to decide the fate of Heineken’s offer of $5.6 b for F&N's entire stake in APB. A successful deal would give the Dutch brewer control over one of Asia's most profitable beer businesses and consolidate its position in the fast-growing Asian beer market. FNN and Heineken share an 81-year-old, 50-50 JV that owns 64.8% of APB. F&N also owns a direct 7.3% stake in APB, while Heineken directly owns 13.77% of APB after acquiring shares from the market in recent weeks. F&N said that if sh/h approve the sale to Heineken, they would be asked to vote on a proposed cash distribution of $4.0b, representing 84% of the co's gain on the disposal. This will be distributed by way of a capital reduction of 1-for-3 F&N shares, at $8.50 per canceled share. The resolution on the proposed APB shares requires approval by a simple majority of shares present and voting at the meeting, while the proposed capital reduction requires a vote of 75% of shares. F&N's board has accepted the offer from Heineken. Says Heineken's improved offer of $53 per APB share represents the best opportunity for the group to immediately realise the value of its interests and maximises overall returns for F&N sh/h. F&N chose to cancel shares to achieve a more efficient capital structure for the company. The remainder of the proceeds will be used to repay part of the existing debt, giving flexibility to take advantage of business opportunities in the F&B and properties businesses, in the region. Meanwhile, Thai Bev has been building its stake in F&N, giving it substantial clout at the shareholders' meeting, potentially complicating Heineken's bid. The Bangkok brewer, controlled by Thai billionaire Charoen Sirivadhanabhakdi, now controls 29% of F&N, just short of the 30% threshold that would trigger an open offer for the rest of the shares. Japanese beverage giant Kirin, which owns 15% of F&N, will also hold significant sway over the vote.