37. Subsequent events
Announcement to acquire FEMSA Beer Business
Strategic realignment interests in Asia Pacific region
Country of incorporation
Brasseries de Bourbon S.A.
Sierra Leone Brewery Ltd.
Société Nouvelle des Boissons Gazeuses S.A. ('SNBG')
Socièté Nouvelle de Brasserie S.A. 'Sonobra'
1 In accordance with article 17 of the Republic of Ireland Companies (Amendment) Act 1986, the Company issued an irrevocable guarantee for
the years ended 31 December 2009 and 2008 regarding the liabilities of Heineken Ireland Ltd., Heineken Ireland Sales Ltd., West Cork Bottling Limited,
Western Beverages Limited and Beamish and Crawford Limited, as referred to in article 51 of the Republic of Ireland Companies (Amendment) Act 1986.
On 11 January 2010 Heineken announced the acquisition of the beer operations of Fomento Económico
Mexicano, S.A.B. de C.V ('FEMSA') via an all share transaction (the 'Transaction'). Heineken will acquire FEMSA
Cerveza, comprising 100 per cent of FEMSA's Mexican beer operations (including its US and other export
business) and the remaining 83 per cent of FEMSA's Brazilian beer business that Heineken does not currently
own. The transaction is expected to complete in the second quarter of 2010 and is subject to the customary
approval of the relevant regulatory authorities and the approval of the shareholders of Heineken N.V., Heineken
Holding N.V. and FEMSA.
Under the proposed terms of the Acquisition, Heineken has offered FEMSA 86,028,019 new shares in Heineken
on the completion of the Acquisition with a commitment to deliver an additional 29,172,504 Heineken shares to
FEMSA over a period of not more than five years. Simultaneously with the closing of the Acquisition, Heineken
Holding will swap 43,018,320 of the new Heineken shares with FEMSA for an equal number of newly issued
shares in Heineken Holding. Following delivery of all such Heineken and Heineken Holding shares, FEMSA will
hold a 20 per cent economic interest in the Heineken Group.
Based on the Heineken closing share price of EUR 32.925, as at 8 January 2010, the last trading day prior to
entering to the transaction, the delivery of 115,200,523 Heineken shares values the equity of FEMSA Cerveza
at approximately EUR3.8 billion. Including net debt and pension obligations to be assumed of approximately
EUR 1.5 billion, the total implied enterprise value for FEMSA Cerveza is approximately EUR5.3 billion.
On 10 February 2010, Heineken acquired the entire issued share capital of APB-Pearl Ltd and
APB (Aurangabad) Ltd. Heineken intends to transfer its interests in these two companies, together with its
interests in MAPL, to UBL during 2010.
On 10 February 2010 Heineken transferred the shares it held in GBNC in its entirety to APB. On the same date,
Heineken transferred a controlling stake of 68.5 per cent in MBI to APB. Heineken retains a shareholding in MBI
of 16.5 per cent. Both transactions will be accounted for under the revised IAS 27 standard and Heineken
expects to realise an estimated combined gross book gain of EUR 140 million net of tax.
Annual Report 2009 - Heineken N.V.