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Monthly M&A Insider - Mergermarket

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Deal of the month<br />

Target: Schweppes Holdings Pty Ltd Announced: 12 March 2009<br />

Bidder: Asahi Breweries Ltd Deal value: $775.8m<br />

Seller: Cadbury Plc Deal nature: Recommended<br />

• Asahi Breweries Ltd, the Japan based beverage<br />

manufacturer, has entered into a definitive agreement<br />

to acquire Schweppes Holdings Pty Ltd, the Australian<br />

beverage company, from Cadbury Plc, the UK listed<br />

company dealing in the manufacture of beverages and<br />

confectionery products, for $775.8m (A$1,185m).<br />

• Schweppes Holdings owns a 100% stake in Schweppes<br />

Australia Pty Ltd, the Australian operating business of<br />

Cadbury, which currently employs 1,500 people at 8<br />

manufacturing centers.<br />

• Asahi previously announced its intention to acquire<br />

Schweppes Holdings on 24 December 2008 in a basic<br />

agreement, which stated the schedule of the acquisition.<br />

According to the basic agreement, The Coca-Cola<br />

Company (TCCC) had an agreement to negotiate a<br />

potential acquisition of the Australian business of<br />

Cadbury group, which was to terminate in March 2009.<br />

As the negotiation was not initiated between Cadbury<br />

and TCCC, Asahi proceeded with the acquisition of the<br />

Australian business.<br />

Australia<br />

• The acquisition will give Asahi a foothold to expand its<br />

business in the Asian as well as Oceanian regions. Asahi<br />

already obtained an approval from the Australian Foreign<br />

Investment Review Board. The deal is expected to<br />

complete by the end of April 2009.<br />

Conditions:<br />

Exit multiples – Y/E 30/06/2008 Premium Analysis<br />

• Subject to customary closing conditions<br />

Multiples Value ($m) Offer price per share ($) -<br />

Revenue 0.7x 1,044 1 day before -<br />

EBITDA 7.1x 108.7 1 month before -<br />

EBIT - - 1 day after -<br />

Earnings - - Pre-rumor -<br />

Advisers<br />

Target/Seller Bidder<br />

Financial UBS Financial Rothschild<br />

Nomura Holdings<br />

Legal Shearman & Sterling<br />

Freehills<br />

Legal Baker & McKenzie<br />

PR Finsbury Group PR -<br />

<strong>Monthly</strong> M&A report – 78

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