Scottish & Newcastle (S&N) has rejected an improved 750p a share takeover bid from Carlsberg and Heineken, describing it as “wholly inadequate”.
Carlsberg and Heineken announced their improved offer this morning, which values S&N at £9.7bn including debt, after initially putting forward a 720p a share bid last month.
As with the previous bid S&N said that the latest offer “substantially undervalues” the company’s “unique strengths and market positions”.
Sir Brian Stewart, chairman of S&N, said: “Carlsberg and Heineken's marginally increased proposal continues their attempt to get S&N's unique portfolio of businesses on the cheap.
“The board is highly confident in the actions being taken to maximise shareholder value, and strongly urges shareholders to take no action."
It also said it was concerned about the Danish brewer’s continued refusal to disclose relevant information regarding the prospects of Baltic Beverages Holdings (BBH), their Russian joint venture.
S&N said such information was essential in the current circumstances to allow its shareholders to assess the proper value of BBH, which has taken a central role in the takeover battle.
John Dunsmore, chief executive of S&N, said: “We particularly object to Carlsberg's refusal to allow agreed information about BBH's prospects to be released."
Last month S&N started arbitration proceedings against Carlsberg and its wholly-owned subsidiary Pripps-Ringnes AB over alleged breaches of the BBH Shareholders’ Agreement.
The company said it would request the Arbitral Tribunal of the Stockholm Chamber of Commerce to confirm the breaches of the agreement by Carlsberg and to also confirm that the Danish brewer is obliged to offer its shares in BBH to S&N.
Regarding the improved offer Jean-Francois van Boxmeer, chairman and chief executive of Heineken, said this morning: “The increased proposal represents a very attractive opportunity for S&N shareholders to obtain a price, which is materially higher than the standalone value of the group.
“Heineken will act in a financially disciplined manner in its pursuit of this transaction.”
Carlsberg and Heineken also noted the speculation that S&N was close to agreeing a Eu200m (£140m) sale of Elidis, its loss-making French distribution business.
The brewers said: “Whilst this may result in a short term financial gain for S&N, Carlsberg believes that such a divestment may be detrimental to the valuation of the French business.
“We would therefore encourage the S&N Board to postpone entering into any binding agreement on such a divestment until Carlsberg has had an opportunity to assess the full implications of such a divestment.”
