Notes to the consolidated financial statements continued
6. Acquisitions and disposals of subsidiaries and non-controlling interests
Acquisition of the beer operations in Asia Pacific Breweries
On 17 August 2012, HEINEKEN announced that, through its wholly owned subsidiary Eleineken International B.V, it had signed the definitive agreements
with Fraser Neave, Limited ('F&N') regarding the acquisition of control of Asia Pacific Investment Pte. Ltd (APIPL') and Asia Pacific Breweries Ltd. (APB')
and their subsidiaries (together referred to as the Acquired Businesses', the 'Transaction' or 'APIPL/APB acquisition'). For this Transaction, Eleineken agreed
to pay SGD53.00 per share for F&N's entire (direct and indirect) 39.7 per cent effective stake in APB for a total consideration of EUR3.480 million and a
total consideration of EUR104 million for F&N's interest in the nonAPB assets held by APIPL. The Transaction has been approved by F&N's Extraordinary
General Meeting on 28 September 2012 and was completed, after regulatory approvals, on 15 November 2012.
Between 17 August 2012 and 15 November 2012, HEINEKEN purchased an additional 13.7 per cent stake in APB (including an 8.6 per cent stake it
acquired from Kindest Place Group Limited on 24 September 2012) for a total consideration of EUR1.194 million.
Prior to the Acquisition, HEINEKEN owned a 50 per cent stake in APIPL, a combined direct and indirect stake in APB of 55.6 per cent as well as a direct
stake in PT Multi Bintang of 6.78 per cent. Together these stakes are referred to as the Previously Held Equity Interests ('PHEI'). Prior to the acquisition
HEINEKEN did not have control over APB as 64.8 per cent of the shares were held by APIPL, the joint venture between F&N and HEINEKEN. In accordance
with IFRS.the PHEI in the Acquired Businesses is accounted for at fair value at the date of acquisition and amounts to EUR2.975 million. The fair value of
the PHEI has been determined using valuation techniques, based on the Acquired Businesses'equity value and the undisturbed share price. HEINEKEN's
carrying amount consists of the book value of the original investment as well as the price paid for shares bought up to 15 November 2012. The fair value
compared to HEINEKEN's carrying amount results in a non-cash exceptional gain of EUR1,486 million, recognised in Other Income.
After completion of the Transaction, HEINEKEN, in aggregate, owns a 95.3 per cent stake in APB, wholly owns APIPL and also has a combined direct
and indirect stake of 83.6 per cent in PT Multi Bintang. From 15 November 2012 onwards these entities are consolidated by HEINEKEN.
On 15 November 2012, Heineken announced a Mandatory General Offer ('MGO') for all shares of APB that Heineken does not already own (i.e. the
remaining 4.7 per cent APB free-float shares), in accordance with the Singapore Code on Take-overs and Mergers. HEINEKEN expects to delist APB
around 18 February 2013. The total consideration for all remaining shares will be EUR398 million.
Non-controlling interests are measured based on their proportional interest in the recognised amounts of the assets and liabilities of the Acquired
Businesses. HEINEKEN recognised EUR797 million of non-controlling interests of which EUR645 million represents the APIPL/APB non-controlling stakes.
The following table summarises the major classes of consideration transferred, and the recognised provisional amounts of assets acquired and liabilities
assumed at the acquisition date.
In millions of EUR*
Property, plant equipment
Investments in associates joint ventures
Other investments and non-current receivables
Deferred tax assets
Trade and other receivables
Assets held for sale
Cash and cash equivalents
In millions of EUR*
Loans and borrowings, current and non-current
Deferred tax liabilities
Heineken N.V. Annual Report 2012