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February 20, 2009

Sale of Shares in San Miguel Corporation

Tokyo, February 20, 2009—Kirin Holdings Company, Limited (Tokyo, Japan; President and CEO, Kazuyasu Kato; hereafter, "Kirin") and Q-Tech Alliance Holdings, Inc. (Manila, Philippines; President, Eric Recto; hereafter, Q-Tech) have entered into a Share Sale Agreement under which Kirin will transfer its entire shares in San Miguel Corporation (Manila, Philippines; Chairman and CEO, Eduardo M. Cojuangco, Jr.; hereafter "SMC") to Q-Tech.

Kirin will sell all of the 628,666,675 shares it currently holds in SMC (19.91% of the issued and outstanding shares*1) to Q-Tech through a private transaction at a price of Php63 per share (approx. ¥120*2). Total purchase price will be approximately Php39.61 billion (approx. ¥75.3 billion*2). Kirin and Q-Tech will target on closing the transaction at the end of May, 2009.

Kirin plans to purchase from SMC 6,665,023,690 shares, or 43.249% of the issued and outstanding shares*1, in San Miguel Brewery, Inc. (Manila, Philippines; Chairman Ramon S. Ang; hereafter, "SMB"), the domestic beer business subsidiary of SMC, through a private transaction. The consideration from the sale of Kirin's shares in SMC will be used to finance part of the purchase price for acquiring SMB shares.

  • *1 Based on the number of shares as of December 31, 2008.
  • *2 Php1.00 = ¥1.9 (as of February 18, 2009)

Kirin Group's long-term business vision, as outlined in "Kirin Group Vision 2015 (KV2015)", is to be a leading company in Asia and Oceania, and Kirin has been promoting a strategy in these regions of focusing on profitable operation. SMB's beer market share in the Philippines is approximately 95%, and its parent SMC has long been in the business in Asia including China, Vietnam, Indonesia and Thailand. Through the sale of SMC shares and the purchase of SMB shares, Kirin will be able to focus its investment in the alcohol business in Asia and Oceania.

Kirin Group will constantly seek to nurture close bonds with its customers and offer the happiness of food and health, based on its marketing slogan oishisa wo egaoni—taste that makes you smile.

Summary of the Sale of SMC Shares

1. Timing of Sale: Private transaction between Q-Tech and Kirin
2. Purchaser: Q-Tech Alliance Holdings, Inc.
3. Timing of Acquisition: Expected timing of closing is by the end of May
4. Number of Shares to be Sold: 628,666,675 shares
(19.91% of the issued and outstanding SMC shares*1)
* Kirin will sell its entire share it currently holds.
5. Sale Price: Php63 per share (Approx. ¥120*2)
Total acquisition price: Approx. Php39.61 billion (Approx. ¥75.3 billion*2)
 
  • *1 Based on the number of shares as of December 31, 2008.
  • *2 Php1.00 = ¥1.9 (as of February 18, 2009)

Corporate Factsheet of Q-Tech Alliance Holdings, Inc.

1. Company Name: Q-Tech Alliance Holdings, Inc.
2. Location of Headquarter Office: Manila, Philippines
3. President: Eric Recto
4. Business Description: Investment management

San Miguel Corporation

1. Company Name: San Miguel Corporation
2. Location of Headquarter Office: Manila, Philippines
3. CEO : Eduardo M. Cojuangco, Jr.
4. Total Equity: Php146.1 billion (Approx. ¥277.6 billion)*1
Total Assets:
(As of FY ended December 2007)
Php288.1 billion (Approx. ¥547.4 billion)*1
5. Net Sales: Php154.9 billion (Approx. ¥294.3billion)*1
Operating Income: Php12.0 billion (Approx. ¥22.8 billion)*1
Income Before Income Tax
(from continuing operations):
Php12.8 billion (Approx. ¥24.3 billion)*1
Net Income
(As of FY ended December 2007)
Php8.4 billion (Approx. ¥16.0 billion)*1
  *1 Php1.00 = ¥1.9 (as of February 18, 2009)
*   Fiscal year end for SMC is December 31
6. Number of Employees: Approx. 19,000 (including SMB employees)
7. Business Description:  
Beverage: Production and sale of Beer, Liquor, and Non-alcoholic Beverages (44%)
Food: Production and sale of dairy products, Processing and sale of meat (44%)
Packaging: Cans, plastics and glass containers (12%)
( ) represents the percentage to the total sales (As of FY ended December 2007)
8. History:  
1890San Miguel was founded as a brewery
1922Enters soft drink business
1938Enters packaging business
1948Begins beer production in Hong Kong brewery (overseas operations started)
1981Established JV with Coca Cola
1987Acquired La Tondena Distillers, Inc.
1991Established JV with Nihon Yamamura Glass for a glass plant
2000Acquired Australian premium beer manufacturer J. Boag & Son
2001Acquired meat processing company Purefoods Corporation
Reacquired Coca Cola Bottlers Philippines, Inc.
Acquired Cosmos Bottling Corporation
2002Kirin Brewery (current Kirin Holdings) invested 15.55% in the Company
2004Acquired 51% of the leading Australian juice manufacturer Berri Ltd.
2005Kirin Brewery made additional investment in the Company in January and April (current investment ratio: 19.91%, as of September 2008)
2005Acquired dairy manufacturer National Foods Limited
2007Sold shares in Coca Cola Bottlers Philippines, Inc.
Sold shares in Del Monte Pacific Ltd.
Sold shares in National Foods Limited to Kirin Holdings Company, Limited.
2008Sold shares in J. Boag & Son to Lion Nathan Limited
SMB listed at Philippine Stock Exchange -Percentage of shares at IPO:5.75%

San Miguel Brewery, Inc.

1. Company Name: San Miguel Brewery, Inc
2. Location of Headquarter Office: Manila, Philippines
3. Chairman: Ramon S. Ang
4. Total Equity: Php15.3 billion (Approx. ¥29.1 billion*1)
Total Assets:
(As of FY ended December 2007)
Php22.6 billion (Approx. ¥42.9 billion*1)
5. Net Sales: Php48.8 billion (Approx. ¥92.7 billion*1)
Operating Income: Php15.6 billion (Approx. ¥29.6 billion*1)
Net Income:
(As of FY ended December 2008)
Php10.0 billion (Approx. ¥19.0 billion*1)
  *1 Php1.00 = ¥1.9 (as of February 18, 2009)
*   Fiscal year end for SMB is December 31
6. Number of Employees:
(As of FY ended December 2007)
2,823
7. Business Description: Production and sale of beer in the Philippines
8. Core Brands: San Miguel Pale Pilsen, San Mig Light, Red Horse, Gold Eagle
9. Manufacturing Facilities: 5 manufacturing facilities (all in the Philippines)

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© 2007 Kirin Holdings Company, Limited.

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