Heineken defends its bid for F&N's APB shares

Heineken says the unsolicited offer from Kindest Place Groups is not comparable to its S$5.3b offer to buy the APB shares.

Heineken N.V. notes the announcement from Fraser and Neave, Limited ("F&N") on 7 August 2012 that it has received an unsolicited and conditional offer from Kindest Place Groups Limited ("KPG") (the "Unsolicited Offer") for F&N's direct 7.3% stake in Asia Pacific Breweries Limited ("APB").

On 3 August 2012, the board of F&N announced that it accepted and agreed to recommend the offer made by HEINEKEN on 20 July 2012 (the "HEINEKEN Offer"), subject to entering into definitive legal documentation.

The Unsolicited Offer is not comparable to the HEINEKEN Offer.

The HEINEKEN Offer is for F&N's entire (direct and indirect) 39.7% effective stake in APB and F&N's 50% share of the non-APB assets in Asia Pacific Investment Pte Ltd, for a total consideration of S$5.3 billion. Upon completion of the HEINEKEN Offer, the HEINEKEN group will make a mandatory general offer (the "MGO") for the remaining shares in APB that it does not own for a total consideration of up to S$2.4 billion. The aggregate consideration under the HEINEKEN Offer and the MGO will be up to S$7.7 billion. In contrast, the total consideration to F&N under the Unsolicited Offer would be S$1.0 billion.

HEINEKEN continues to believe that the HEINEKEN Offer represents compelling value for F&N's and APB's shareholders. HEINEKEN continues its discussions with F&N in relation to the HEINEKEN Offer accepted by the board of F&N on 3 August 2012.

Directors' Responsibility Statement

The directors of HEINEKEN (including any director who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that there are no other material facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Where any information has been extracted or reproduced from published or otherwise publicly available sources, or obtained from F&N, the sole responsibility of the directors of HEINEKEN has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

The directors of HEINEKEN jointly and severally accept responsibility accordingly.