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SABMiller PLC - Offer for Royal Grolsch N.V.

RNS Number:9591H
SABMiller PLC
19 November 2007


KONINKLIJKE GROLSCH N.V. SUPPORTS SABMILLER PLC'S INTENDED PUBLIC OFFER OF
Euro48.25 PER SHARE FOR ALL THE ISSUED SHARES

This is a joint press release by SABMiller plc ('SABMiller') and Koninklijke
Grolsch N.V. ('Grolsch') pursuant to the provisions of Section 5 paragraph 1 and
section 7 paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft). This announcement is not for release, publication or
distribution, in whole or in part, in or into the United States, Canada,
Australia, Japan or Italy. This announcement and related materials do not
constitute an offer for (depository receipts or) shares in Grolsch (the
'Shares'), but constitute notice that a conditional agreement has been reached
between SABMiller and Grolsch on the terms of a recommended offer to be made by
SABMiller.


-        SABMiller intends to make an offer of Euro48.25 per Share for 100% of
the
outstanding Shares of Grolsch. This Offer represents an 84.3% premium to
Grolsch's average closing share price over the last month and a total
consideration of Euro816 million;


-        Grolsch is an iconic Dutch brand whose rich Northern European heritage
and premium positioning will complement and further build SABMiller's existing
international brand portfolio;


-        SABMiller sees significant additional potential for the Grolsch brand
across Africa and Latin America, where the premium segment is still in its
infancy, and in the more developed markets of Central and Eastern Europe;


-        SABMiller anticipates that production volumes at the modern Enschede
brewery will increase following the transaction;


-        The Management and Supervisory Boards of Grolsch unanimously support
the intended Offer although they did not seek a takeover approach;


-        An irrevocable undertaking has been entered into by Stichting NBC on
behalf of certain shareholders (the 'Committed Shareholders') and SABMiller to
tender the Shares held by the Committed Shareholders, representing some 37% of
the outstanding Shares; and


-        The acquisition will be marked by the establishment of an employee fund
of Euro8 million.


SABMiller (SAB.L) and Grolsch (GROL) today announced that they have reached
conditional agreement regarding the making, by SABMiller, of a fully financed,
public cash offer to acquire all the outstanding Shares of Grolsch. The offer
price of Euro48.25 per Share of Grolsch (the 'Offer'), represents a premium of
84.3% to the average closing price of Grolsch's Shares over the last month. No
further dividends are expected to be declared prior to the completion of this
Offer. The Offer values 100% of the issued and outstanding Shares of Grolsch at
approximately Euro816 million.


Grolsch is an iconic Dutch beer brand with almost 400 years of brewing heritage
and a strong position in the Netherlands. It is positioned as a true Dutch beer
brewed to an original recipe which is now complemented by 21st century
production processes and innovative packaging. In addition to Grolsch Premium
Pilsner, which accounts for over 90% of its portfolio, Grolsch also has a number
of attractive brand variants including Grolsch Premium Weizen, Spring Bock and
Autumn Bock as well as the Amsterdam brand.


Grolsch's provenance, unique taste profile and existing premium positioning will
play a highly complementary role in SABMiller's international brand portfolio
and better position SABMiller to grow market share in the fastest growing
segment of the global beer market. The SABMiller group has the scale and reach
to grow the Grolsch brand internationally via its operations which span more
than 60 countries, across six continents. SABMiller's global footprint provides
opportunities to take the Grolsch brand into new geographies, particularly in
developing markets where, historically, quality Northern European brands have
often established the premium segment. SABMiller sees significant potential
across Africa and Latin America, where the premium segment is still in its
infancy, and in the more developed markets of Central and Eastern Europe. South
Africa represents a key opportunity and with the addition of Grolsch, SABMiller
will have a particularly strong portfolio of highly differentiated premium
brands in that market. No change to the existing distribution agreements for the
brand in the USA, UK, Canada, Australia and certain smaller markets is
anticipated at this time.


In 2004 Grolsch completed the construction of a state of the art c. 3.8 million
hectolitre brewery. This brewery has sufficient capacity to accommodate
significant international growth of the Grolsch brand while also providing an
opportunity for SABMiller to brew its own international brands for sale in the
Netherlands and for export to key markets.


Grolsch has a proven track record of innovation and operating excellence and
this is expected to provide reciprocal opportunities for the sharing of best
operating practice between the two companies. By leveraging these opportunities
and enhancing the prospects for Grolsch both in its home market, across Europe
and around the world, the combination of Grolsch with SABMiller is expected to
benefit all of Grolsch's stakeholders. SABMiller has committed to guarantee the
employment terms and pension rights of Grolsch's employees and will seek to
increase production levels at the Enschede brewery.


The Supervisory Board and Management Board of Grolsch unanimously support the
intended Offer and, after taking into account the interests of all stakeholders,
including Grolsch's shareholders and employees, will recommend that shareholders
accept the Offer when made. The Offer is also fully supported by Committed
Shareholders that hold over 37% of the issued and outstanding Shares of Grolsch.
The Committed Shareholders have signed an irrevocable undertaking to tender
their shares to SABMiller if the intended Offer is made. The irrevocable
contains certain customary undertakings and conditions including that the
Committed Shareholders will only tender their Shares to a third party offeror at
a price of at least 7.5% above the Offer price. SABMiller will have the right to
match any bona fide competing offer.


Commenting on the transaction, Graham Mackay, Chief Executive of SABMiller,
said: 'Grolsch will provide SABMiller with a powerful addition to its
international brand portfolio. Within the SABMiller family Grolsch will continue
to build on almost 400 years of brewing heritage, and together we will establish
new positions in the most important emerging beer markets around the world. Both
companies share a passion for the brewing tradition, and we are delighted to be
part of this new chapter in Grolsch's development.'


Commenting on the transaction, Ab Pasman, Chief Executive of Grolsch, said: 'In
addition to financial considerations it was important for us to give a lot of
attention to the interests of our employees, customers and our home region. We
were doing a good job executing our independent strategy. When we were asked to
consider SABMiller's proposal the key question was if greater value could be
achieved than through our own existing strategy. Since this appeared to be the
case we entered into discussions and we believe that SABMiller's intended Offer
delivers benefits to all of our stakeholders. We look forward to continuing to
build our position as a premium brand within the new family.'


Employee fund

Following the request of the Supervisory and Management Boards of Grolsch an
employee fund worth Euro8 million will be established to mark the planned
acquisition.


Offer Process

SABMiller and Grolsch expect to reach full agreement regarding the final
Offering Memorandum shortly. When made, the Offer will be subject to customary
conditions, including an acceptance threshold of at least 75% per cent of the
outstanding Shares of Grolsch. SABMiller requires permission of the Management
and Supervisory Boards of Grolsch in order to declare the public offer
unconditional in the situation that less than 66.7% of the outstanding Shares
have been tendered, committed and acquired. In the event that the Offer is
declared unconditional and less than 95% of the total share capital is acquired,
SABMiller intends to utilize available legal measures (for example a legal
merger and squeeze out) in order to increase their ownership to 100% of the
total share capital. The offer will not be subject to regulatory clearances.


The Offering Memorandum is expected to be published in early January 2008.
Following the publication of the Offering Memorandum, Grolsch will convene an
extraordinary general meeting of shareholders to inform its shareholders about
the Offer and to approve certain customary resolutions that are to be adopted as
a condition to the Offer.


The Netherlands Authority for the Financial Markets (Autoriteit Financiele
Markten) and the Social-Economic Council (Sociaal Economische Raad), and the
relevant anti-trust authorities have been or will be informed. The relevant
trade unions will be duly notified. The works council of Grolsch will be
requested for advice.


Advisers

ABN AMRO Bank is acting as financial adviser to SABMiller. Stibbe together with
Lovells (London) are acting as legal advisers to SABMiller.


Fortis is acting as financial adviser to Grolsch. De Brauw Blackstone Westbroek
is acting as legal adviser to Grolsch.


Overview of SABMiller

SABMiller plc is one of the world's largest brewers with brewing interests or
distribution agreements in over 60 countries across six continents. The group's
brands include premium international beers such as Miller Genuine Draft, Peroni
Nastro Azzurro and Pilsner Urquell, as well as an exceptional range of market
leading local brands. Outside the USA, SABMiller plc is also one of the largest
bottlers of Coca-Cola products in the world. In the year ended 31 March 2007,
the group reported $3,154 million adjusted pre-tax profit and revenue of $18,620
million. SABMiller plc is listed on the London and Johannesburg stock exchanges.


For more information on SABMiller plc, visit the company's website:
www.sabmiller.com.


Overview of Grolsch

Grolsch is a listed company with a rich tradition that goes back to 1615. The
focal point of Grolsch's commercial activities lie in the Netherlands, Grolsch's
historic home market. However, important international markets for Grolsch
include the United Kingdom, the United States of America, Canada, France,

Australia and New Zealand. Grolsch is focused on targeting the premium segment
with the Grolsch brand as its main product.


In the year to 31 December, 2006, Grolsch reported turnover of Euro317.6 million
and net profit of Euro19.2 million. Total worldwide sales volumes were 3.2
million
hectoliters (hls), comprising 1.6 million hls of domestic volumes in the
Netherlands, and 1.6 million of international volumes. Grolsch has approximately
a 15% market share in the Netherlands, where it operates from one brewery in
Enschede. Its main domestic brands include Grolsch Premium Pilsner, which
represents approximately 90% of total volumes in the Netherlands. Grolsch
achieves approximately 80% of its international sales volumes in the UK, the
United States, Canada, France, Australia and New Zealand through a network of
alliances.


For more information on Grolsch N.V., visit the company's website:
www.grolsch.com.


This announcement is for information only and does not constitute an offer or an
invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement does not
constitute an offer to sell or issue or the solicitation of an offer to buy or
acquire the securities of SABMiller or Grolsch (the 'Companies') in any
jurisdiction.

The distribution of this announcement may be restricted by law. Persons into
whose possession this announcement comes are required by the Companies to inform
themselves about and to observe any such restrictions.


Forward-Looking Statements


This press release includes 'forward-looking statements' and language indicating
trends, such as 'anticipated' and 'expected'  Although the Companies believe
that the assumptions upon which their respective financial information and
their respective forward-looking statements are based are reasonable, they can
give no assurance that these assumptions will prove to be correct. Important
factors that could cause actual results to differ materially from the Companies'
projections and expectations are disclosed in Grolsch's annual report for the
year ended 31 December 2006 and in other documents which are available on
Grolsch's website at www.grolsch.com and in SABMiller's annual report and
accounts for the year ended 31 March 2007 and in other documents which are
available on SABMiller's website at www.SABMiller.com. These factors include,
among others, changes in consumer preferences and product trends; price
discounting by major competitors; failure to realize anticipated results from
synergy initiatives; failure to obtain regulatory consents or other third party
approvals; and increases in costs generally.  All forward-looking statements in
this press release are expressly qualified by such cautionary statements and by
reference to the underlying assumptions. Neither SABMiller nor Grolsch
undertakes to update forward-looking statements relating to their respective
businesses, whether as a result of new information, future events or otherwise.
Neither SABMiller nor Grolsch accepts any responsibility for any financial
information contained in this press release relating to the business or
operations or results or financial condition of the other or their respective
groups.


Enquiries:
----------------             ----------------------                      --------------
                             SABMiller plc                               Tel: +44 20 7659 0100

Sue Clark                    Director of Corporate Affairs               Mob: +44 7850 285471

Gary Leibowitz               Senior Vice President, Investor Relations   Mob: +44 7717 428540

Nigel Fairbrass              Head of Media Relations                     Mob: +44 7799 894265

Fiona Antcliffe              Brunswick Group LLP                         Tel: +44 20 7404 5959

                             Koninklijke Grolsch N.V.                    Tel: +31-53-48 33 176

Erna van der Neut-ter Balkt  Head of Corporate Communications            Tel: +31-53-48 33 176

This announcement and a video interview with SABMiller management are available
on the
                                           SABMiller
                               plc website at www.sabmiller.com.
                             -------------------------------------

  High resolution images are available for the media to view and download free
of charge from
                                      www.newscast.co.uk.
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                      This information is provided by RNS
            The company news service from the London Stock Exchange

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