Foster's Group Limited (Foster's) and Southcorp Limited (Southcorp) today agreed to a revised takeover offer of Southcorp to create the world's leading premium wine company.
Foster's through its wholly owned subsidiary Beringer Blass Wines Pty Ltd, agreed an offer to acquire Southcorp which has been recommended by a majority of the Southcorp Board. Under its revised offer, Foster's will:
1. Increase its cash offer for Southcorp by 12 cents from $4.14 per share to $4.26 per share.
This is Foster's final price in the absence of a superior offer;
2. Waive all conditions other than the minimum acceptance condition;
3. Reduce the minimum acceptance condition to 50%; and
4. Establish an Institutional Acceptance Facility (refer Attachment).
In this regard, the Southcorp Board has agreed to:
A) Recommend that Southcorp shareholders accept the offer, in the absence of a superior offer; and
B) Assist Foster's in reaching the 90% compulsory acquisition threshold.
Since Foster's acquisition of an 18.8% stake in Southcorp on 12 January 2005, Foster's andSouthcorp have each made considerable effort to reach a mutually acceptable outcome. To that end, Foster's conducted a due diligence review of Southcorp's business at Southcorp's invitation.
Foster's Chairman, Frank Swan, said, "We are delighted that the Southcorp board is recommending our offer, which upon successful completion will be a great outcome for both Foster's and Southcorp shareholders."
"Foster's and Southcorp are a near perfect strategic fit," said Trevor O'Hoy, Foster's President & CEO. "The combination of our two great companies will create the world's leading premium wine company and the first Australian consumer goods company to achieve global category leadership.
"We are proud to be able to preserve ownership of Southcorp's iconic brands in Australian hands and guarantee Australia's future in the global wine industry. We look forward to sharing our vision with Southcorp employees and working with them to achieve it."
Foster's confirms that, if the offer becomes unconditional, it will pay a commission to market participants of the Australian Stock Exchange (Brokers) at the rate of 0.75% of the amount payable by Foster's upon valid acceptance of the offer by Southcorp retail shareholders (refer section 2.22 of Foster's Bidder's Statement dated 18 January 2005).
If Southcorp shareholders have questions in relation to the Foster's offer, or wish to obtain a replacement transfer and acceptance form, they should call the Foster's offer enquiry line on 1800 101 769 (international callers should call +61 3 9415 4242).
Further information about Foster's revised offer and the Institutional Acceptance Facility will be made available in the form of Supplementary Bidder's Statements as soon as practicable.
Media
Lisa Keenan
Tel: +61 3 9633 2265
Mob: 0409 150 771
Investors
Chris Knorr
Tel: +61 3 9633 2685
Mob: 0417 033 623
Attachment: Institutional Acceptance Facility (PDF, 77 Kb)
