April 23, 2009
Proposal to Make Lion Nathan a Wholly-Owned Subsidiary of Kirin Holdings Company
Tokyo, April 23, 2009—Kirin Holdings Company, Limited (President and CEO Kazuyasu Kato; hereafter, "KH") today announced that it has delivered an indicative proposal to Lion Nathan Limited (Sydney, Australia; CEO Rob Murray; hereafter, "LN"), a 46.13% owned and affiliated company of KH, whereby KH would make LN a wholly-owned subsidiary of KH by acquiring all the remaining 287,786,220 shares in LN (53.87% of the issued and outstanding shares in LN*1) (hereafter, "Proposal").
Following a request by LN, the Australian Securities Exchange (hereafter, "ASX") and the New Zealand Stock Exchange (hereafter, "NZSX") have both agreed to place LN's shares into a trading halt. The trading halt will last until the earlier of LN making an announcement in relation to the Proposal or the commencement of normal trading on the ASX and the NZSX on Monday, 27 April 2009.
The Proposal is currently preliminary, incomplete and non-binding and Proposal terms are indicative only at this stage. KH notes that the board of LN has formed a committee of directors who are independent of KH, to consider KH's indicative proposal and to conduct discussions and negotiations with KH in the interests of the non-KH shareholders. KH will continue to keep its shareholders informed of any material developments.
KH has appointed J.P. Morgan and Deutsche Bank as financial advisers and Blake Dawson as legal advisers.
- *1 Based on the number of issued shares in LN as at the date of this announcement.