Notice of Commencement of Tender Offer

Transcription

1 April 24, 2006 FOR IMMEDIATE RELEASE Company Name: Asahi Breweries, Ltd (Stock Ticker Code: 2502) Listed Stock Exchange: Tokyo Stock Exchange 1 st Section, Osaka Stock Exchange 1 st Section Representative: Hitoshi Ogita, President and COO Headquarter Address: Kyobashi, Chuo-ku, Tokyo Media Contact: Toshio Kodato, General Manager, Public Relations Dept. (Tel.: ) Notice of Commencement of Tender Offer Asahi Breweries, Ltd ( Asahi Breweries or Company ) is pleased to announce that its Board of Directors has resolved on April 24, 2006 to acquire the shares of Wakodo Co, Ltd. (Stock Ticker Code: 4520, Wakodo ) through a tender offer as follows ( Tender Offer ): 1. Objectives of the Tender Offer Asahi Breweries has been working on the reform of its business structure based on its 2 nd three-year Mid-term Business Plan for the period from 2004 to 2006 (Slogan: Create a new Asahi Breweries Group with abundant growth potential ). The objective of the Mid-term Business Plan is to fortify the domestic alcohol beverage business, and to implement aggressive investment plans which promote the reform of Asahi Breweries Group s business structure to contribute to its future business growth. Another important aim of the Mid-term Business Plan is to grow the food & pharmaceutical business and to position it as the Company s third core business segment in addition to the alcohol beverage and soft drink businesses. Wakodo is a pioneer in the domestic baby products industry. Wakodo has two core businesses, baby & family products and food related wholesale products. The baby & family products business includes baby food (where Wakodo has a dominant market share), powdered milk, and skin care products. The wholesale products business includes both food and food ingredients products. The key strengths of Wakodo are its safe and reliable brand image developed by its baby products such as baby food, its outstanding food processing technologies, and the firm trust from its customers; largely based upon the stable performance of the wholesale products business. In the 1/5

2 coming aging society, we expect that our strong growth in the senior age level food business can be achieved by applying Wakodo s outstanding food processing technologies and its customer reliability. We believe that major synergies will be created by integrating Wakodo s and Asahi Breweries Group s business resources. Innovative products can be introduced by combining Asahi Breweries technologies in healthy additives etc., and Wakodo s technologies so as to utilize them over a much larger manufacturing base and to provide various satisfying products to the wide-range customers. Distribution and marketing power should be reinforced by sharing distribution channels and marketing infrastructure of the two companies. Furthermore, the baby foods business can be expanded to overseas markets by utilizing Asahi Breweries overseas infrastructure; especially in the East-Asian markets where significant market growth is expected. In addition, the customer age bands of Wakodo and Asahi Breweries are complementary to each other, thus enabling us to better frame business strategies that target all age groups. Based on detailed analyses of several key factors, Asahi Breweries concluded that acquisition of Wakodo would reinforce and support the growth of both Asahi Breweries and Wakodo and, as a result, passed the Board Resolution on April 24, 2006 to acquire Wakodo shares through the Tender Offer. Following the completion of the Tender Offer, Wakodo and Asahi Food & Health Care Co., Ltd. will together form a core unit for the food & pharmaceutical business in Asahi Breweries Group, and will lead the effort of growing the food & pharmaceutical business to our third core business segment. Asahi Breweries and Sankyo Co., Ltd. ( Sankyo ), the principal shareholder of Wakodo, signed an Agreement relating to Tender of Shares in the Tender Offer on April 24, Sankyo and its subsidiaries have agreed to tender all shares to the offer; totaling 3,572,500 shares. In addition, Wakodo passed a Board Resolution on April 24, 2006 to support the Tender Offer. Wakodo is currently listed on the 2 nd Section of the Tokyo Stock Exchange, and the Tender Offer is not intended to delist the company. However, since the number of the Wakodo shares subject to the Tender Offer is not limited, there is a possibility that Wakodo will be delisted in accordance with the Tokyo Stock Exchange s Delisting Rule, depending on the final outcome of the Tender Offer. 2/5

3 2. Outline of the Tender Offer (1) Basic Information of the Target Company subject to the Tender Offer: Trade Name: Wakodo Co., Ltd. Major Businesses Areas: Manufacturing and Sales of; Powdered Milks, Baby Foods, Vending Machine Foods, Household Foods, On-trade Powdered Milks, Medicinal Supplies, Quasi Drugs, Cosmetics, Sanitary Goods and Convenience Goods Date of Incorporation: October 19, 1953 Principal Office: Kajimachi, Chiyoda-ku, Tokyo Representative: Makoto Yamada, President and Representative Director Amount of Paid-in Capital: 2,918 million yen As of September 30, 2005 Major Shareholders and Shareholdings (As of September 30, 2005): Sankyo Co., Ltd % Bank of Tokyo-Mitsubishi Ltd. 2.19% ( Bank of Tokyo-Mitsubishi UFJ,Ltd as of today) CGML IPB Tokyo Prop Secs Account 2.18% (Permanent Agent Citibank, N.A., Tokyo Branch) Tomoya Kotani 1.69% Mizuho Bank, Ltd. 1.09% Relationships with Asahi Breweries prior to the Tender Offer: There was no existing material relationship in terms of capital resources, transactions and human resources (2) Class of the shares to be acquired through the Tender Offer: Common Stock (3) Tender Offer Period: From Tuesday, April 25, 2006 to Monday, May 15, 2006 (21 days) (4) Tender Offer Price: 7,900 JPY per share (5) Basis of Calculation: The Tender Offer Price of 7,900 JPY per share was determined by taking into consideration various factors relating to Wakodo; including the market price of the common shares, Wakodo s financial and asset profile, its purchasing size, and a thorough valuation analysis conducted by financial advisor. The Tender Offer Price represents 71% premium to the average closing price of the common stock of Wakodo share on the Tokyo Stock Exchange 2nd Section for the one month period ended April 21, /5

4 (6) The Number of Shares to be purchased through this Tender Offer: 2,969,794 shares (Note 1) In the case where the total number of shares tendered is less than the Number of Shares to be Purchased by this Tender Offer (i.e., 2,969,794 shares), none of the shares tendered will be purchased. In the event that the total number of shares tendered exceeds the Number of Shares to be Purchased (i.e., 2,969,794 shares), all the shares tendered will be purchased. (Note 2) No treasury shares held by Wakodo are planned to be purchased through this Tender Offer. (Note 3) Any share less than one unit will be subject to the Tender Offer. However, the stock certificates must be submitted to apply for the Tender Offer. (Submission of the stock certificate is not required if the stock certificate is held by Tender Offer Agent or within the Japan Securities Depository Center, Inc. through the Sub-Agent.) (7) Change in Shareholding after the Tender Offer Number of shares prior to the Tender Offer: 0 shares (Shareholding ratio: 0%) Number of shares after completion of the Tender Offer: 2,969,794 shares (Shareholding ratio: 50.00%) (Note 1) The figure for the number of shares to be owned by Asahi Breweries after the completion of the Tender Offer is the Number of Shares to be Purchased (i.e., 2,969,794 shares) (Note 2) The above ownership ratio is calculated based on Wakodo s total number of shares outstanding: 5,939,586 shares (as of December 20, 2005) (Note 3) In case where the total number of shares tendered exceeds the Number of Shares to be Purchased through this Tender Offer, all of the shares tendered will be purchased. Therefore, the shareholding ratio after the completion of the Tender Offer may be over 50.00%. (8) Date of Public Notice of the Tender Offer: April 25, 2006 (Tuesday) (9) Tender Offer Agent: Nikko Citigroup Limited Tender Offer Agent will assign a part of the operations to the Sub-Agent listed below: Nikko Cordial Securities Inc. (Note) Application for the Tender Offer not through the Tender Offer Agent nor the Sub-Agent listed above will not be accepted. 4/5

5 (10) Funds Required for the Tender Offer: approximately 23.6 billion yen (Note) The above is a projected amount assuming that the Number of Shares to be Purchased (i.e., 2,969,794 shares) is purchased at the Tender Offer Price. In case the number of shares tendered exceeds the Number of Shares to be Purchased, all of the offered shares will be purchased and the maximum of the projected amount would be 47 billion yen. 3. Agreement with Wakodo on the Tender Offer The Board of Directors of Wakodo has passed the Board Resolution to support this Tender Offer. 4. Future Prospects If Asahi Breweries acquires the Number of Shares to be purchased through this Tender Offer, Wakodo will become a consolidated subsidiary of Asahi Breweries. End 5/5