May 11, 2009
Execution of Implementation Agreement to Make Lion Nathan a Wholly-Owned Subsidiary of Kirin Holdings Company
Tokyo, May 11, 2009—Further to the announcement on April 27, 2009, Kirin Holdings Company, Limited (President and CEO Kazuyasu Kato; hereafter, "KH") is pleased to announce that it has signed an Implementation Agreement with Lion Nathan Limited (Sydney, Australia; CEO Rob Murray; hereafter, "LN"), a 46.13%*1 owned and affiliated company of KH, in relation to a proposal to acquire all of the 287,786,220 shares in LN not already owned (53.87% of the issued and outstanding shares in LN*1) (hereafter, "Proposal").
Summary of the Acquisition of LN Shares
| 1. | Method of Acquisition: | Scheme of arrangement (hereafter, "Scheme") |
| 2. | Timing of Acquisition: | Expected to complete in October 2009 |
| 3. | Number of Shares to be Acquired: | 287,786,220 shares (53.87% of the issued and outstanding shares in LN *1) |
| 4. | Acquisition Price: | A$11.50 per share Total acquisition price: A$3.3billion |
| 5. | Other Items: | KH will also agree to LN paying to LN shareholders an interim dividend of 22 cents per share and a special dividend of 50 cents per share (hereafter, "Dividends"). The Dividends are expected to be fully franked with Australian franking credits and the special dividend is expected to be partly imputed utilising available New Zealand imputation credits. |
Indicative Scheme Timetable
| Event | Approximate Date |
| Lodge Scheme Booklet with the Australian Securities and Investment Commission ("ASIC") | July/August 2009 |
| First Court Date | August/September 2009 |
| Dispatch of Scheme Booklet to LN members | August/September 2009 |
| LN Scheme Meeting held | September/October 2009 |
| Second Court Date | October 2009 |
| Lodge Court order with ASIC (Scheme Effective Date) | October 2009 |
| Record Date | October 2009 |
| Scheme Implementation Date | October 2009 |
Note: Dates are indicative only
LN's Independent Directors have unanimously recommended that LN's shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to receipt of an Independent Expert Report concluding that the Scheme is in the best interest of LN's shareholders. The Proposal remains subject to a number of customary conditions precedent as outlined in LN's attached ASX/NZSX announcement.
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.