Opinion of the Management Board of the target company on the takeover bid
Pursuant to provisions of the Financial Instruments Market Act and the Rules of the Ljubljana Stock Exchange, d.d., Ljubljana, and Article 34 of the Takeover Act (hereinafter: ZPre-1) the company Pivovarna Laško, d.d., as the Target Company, hereby publishes the following notification:
The Management Board of Pivovarna Laško, d.d. (hereinafter: the Management Board) hereby submits its opinion on the takeover bid of the company Heineken International B.V., Amsterdam, as the acquiring company or the Bidder, for the acquisition of shares of Pivovarna Laško, d.d. with the code PILR:
1. Assessment of impact that the potential implementation of the takeover bid will have on the implementation of all interests of the Target Company, especially employment, and assessment of the Bidder's strategic plans for the Target Company and their potential impact on employment within the Target Company and locations of operations, as specified in the Prospectus;
On the basis of the received takeover bid and statements of the company Heineken International B.V., Amsterdam (hereinafter: Heineken or acquiring company or the Bidder) in the prospectus with respect to the post-takeover business strategy and policy, the Management Board assesses that the foreseen integration with the business strategy and policy of the Heineken Group will result in further future development of the company and profitable growth. The Bidder does not own any production facilities in Slovenia and wishes to use the locations and operations of Pivovarna Laško, d.d. and its subsidiary Pivovarna Union d.d. for its activities. The Management Board thus believes that additional quantities of beverages could be produced at both locations. The Bidder has a well-developed international worldwide sales network and is present in the neighbouring countries of Slovenia, which will bring benefits and opportunities to Pivovarna Laško, d.d. and Pivovarna Union d.d., driving future growth and business expansion. Such growth of sales in the nearby international markets has been foreseen in the adopted strategy of the Management Board even prior to the takeover bid, and is thus in line with the Management Board's expectations.
With its Laško and Union brands the Target Company will be able to achieve fast and quality growth on foreign markets and consolidate its position in Slovenia, since both brands will play a key role in the Bidder's brand portfolio strategies, especially for HEINEKEN’s businesses in Croatia, Serbia, Macedonia and Bosnia & Herzegovina. The target company will also benefit from HEINEKEN’s global best practices and successful acquisition track record worldwide, which will be reflected in improvement of the target company’s operations, including procurement, production and logistics optimisation. The Management Board believes that joint presence on foreign markets with renowned and respected brands of the Bidder will result in specific savings and benefits, as well as synergies in the joint procurement, production and logistic processes.
The Bidder endorses the planned legal merger of Pivovarna Laško, d.d. and Pivovarna Union d.d. in 2016, which will lead to further synergies and leaner organisation, as foreseen by the Management Board in its strategy.
On 13 April 2015 HEINEKEN and Pivovarna Laško, d.d. signed a Business Cooperation Agreement (hereinafter: the BCA) and a Shareholder Loan Agreement (hereinafter: the LA). In the BCA they defined, among others, specific undertakings in respect of the status of the Target Company after the transfer of shares to the Bidder, and undertakings regarding employment, bank debt and the post-takeover period. In the LA the Bidder committed to provide Pivovarna Laško, d.d. and Pivovarna Union d.d. with a loan in the amount of EUR 185.8 m for the payment of all pending loans to all banks. This has already been implemented.
With respect to Employees the Bidder, as a shareholder, shall refrain from any activities or measures or implementation of practices which would result in a breach of obligations of the Target Company under applicable laws, i.e. in connection with the use of Slovenian language in the communication with employees; cooperation with the worker's council and worker's representatives; or obligations of the Target Company originating from the provisions of the Target Company's collective agreement or any other agreements with social partners, which were in force on 13 April 2015, during the first three years after completion of the transaction for acquisition of shares, i.e. at least until 15 October 2018.
Pursuant to the BCA, subject to the non-occurrence of a Force Majeure or Economic Hardship Event (as defined under section 4.3.2. of the Prospectus) and only to the extent in compliance with the law, the Bidder shall for a period of 3 years following the completion of the purchase of the shares from the Selling Consortium (so at least until 15 October 2018) reasonably endeavour to: keep the registered office in Laško or Ljubljana and the core operations of the target company at their current locations in Ljubljana and Laško; to materially maintain the level of employment in accordance with the current or future strategic plan of the Laško Group; and materially maintain the current level of employee benefits.
Pursuant to the BCA, subject to the non-occurrence of a Force Majeure or Economic Hardship Event (as defined under section 4.3.2. of the Prospectus) and only to the extent in compliance with the law, the Bidder shall as soon as reasonably practicable endeavour to implement a social development plan at the target company regulating, inter alia, the preservation of the Target Company's collective agreement and other agreements with social partners in force as of 13 April 2015 (the date of signing of the BCA), preservation of the level of employee participation in the management to the extent required under the law and applicable collective bargaining agreements and existing as of 13 April 2015 (the date of signing of the BCA), maintenance of the level of support for operations of the trade unions and workers’ council existing as of 13 April 2015 (the date of signing of the BCA) and implementation of an employment development scheme setting forth means, terms and conditions for creation of new employment positions, career development, education and specialized training for employees, as well as sponsorship contracts and donations.
By signing the BCA the Management Board agreed with the undertakings given by the Bidder. The Management Board expects and assesses that these undertakings will be complied with and fulfilled by the Bidder.
Pursuant to the Agreement for the Sale and Purchase of shares of Pivovarna Laško, d.d. (hereinafter; the SPA), concluded between the Bidder and the consortium of sellers, the Bidder also declared, subject to non-occurrence of a Force Majeure or Economic Hardship Event (as defined under section 4.3.2. of the Prospectus) and measures ordered by a competent authority that it shall use reasonable best efforts to ensure, within 5 years upon completion, that the financial structure of the target company shall remain sound, that the target company shall continue with its stable development which provides for economic and social welfare of its employees, that the Target Company shall continue to maintain social dialogue with its employees in accordance with Slovenian labour law and valid collective agreements which apply thereto, and that the Target Company shall comply with the Slovenian labour law and valid collective agreements which apply thereto.
With respect to Bidder's undertakings in the BCA, LA and SPA and by taking into account the statements in the Prospectus in respect of Pivovarna Laško, d.d. and Pivovarna Union d.d., the Management Board hereby assesses that the successful implementation of the takeover bid would have a positive impact on the implementation of main interests of Pivovarna Laško, d.d. and Pivovarna Union d.d.
2. Disclosure of the content of the possible agreement between the Bidder and the Management Board of the Target Company with respect to the takeover bid, or a statement that there is no such agreement;
The Management Board has been promptly informing the shareholders and public on the course of the capital increase process of Pivovarna Laško, d.d. and the sale of shares or shareholding in Pivovarna Laško, d.d. owned by the consortium of sellers through notifications on the SEOnet and the company website.
There is an agreement between the Bidder and the Management Board of the Target Company with respect to the takeover bid, which has been agreed in the BCA and LA, concluded on 13 April 2015. The Management Board of the Company accepted the undertaking to endorse the takeover, since it believes that it will benefit the target company, provided that the Bidder complied with its obligation under the BCA that its statements in the Prospectus on its intentions regarding the future business operations of Pivovarna Laško, d.d. are in line with its obligations under the BCA. The management Board has assessed that such statements, as listed under point 1 above, are in line with Bidder’s obligations under the BCA.
3. Disclosure of the content of the potential agreement between the Bidder and the Management Board of the Target Company on the manner of exercising voting rights originating from securities, which are already owned by the Bidder, or a statement that there is no such agreement;
There is no agreement between the Bidder and the Management Board of the Target Company on the manner of exercising voting rights originating from securities, which are already owned by the Bidder. On the date of publication of the notification the Bidder holds 4,673,941 shares with the code PILR, issued by the issuer, Pivovarna Laško, d.d., which constitutes 54.43% of all issued shares.
4. A statement whether members of the Management Board of the Target Company, who own the securities to which the takeover bid refers to, intend to accept the offer;
The president of the Management Board and members of the Management Board Marjeta Zevnik, Matej Oset and Mirjam Hočevar, who own shares with the code PILR, issued by the issuer Pivovarna Laško, d.d., will accept the takeover bid for the shares which they own.
5. Detailed information on the last audited annual report of the Target Company with the listed book value of shares with voting rights, to which the takeover bid refers to;
The business results of the Laško Group are shown for the remaining operations, which refer to the operations of the Laško Group excluding Radenska, d.d., Birra Peja, Sh.a., Peć Kosovo and Jadranska pivovara – Split, d.d. In order to ensure comparability of data we correspondingly adjusted the business results for 2013.
Net sales revenues from the remaining operations in 2014 amounted to EUR 215.4 m and have decreased by EUR 3.7 m (1.7%) compared to the previous year. In the domestic market the Laško Group generated EUR 176.9 m of net sales revenues, which is EUR 10.3 m (5.14%) less than in 2013. The net revenues from sales in foreign markets amounted to EUR 38.5 m and have increased by EUR 6.6 m (20.9%) compared to the previous year.
Operating expenses from the remaining operations, which amounted to EUR 202.6 m, have decreased by EUR 9.3 m (4.4%) compared to 2013.
In the 2014 business year the Laško Group generated EBIT of EUR 15.4 m and EBITDA of EUR 26.9 m.
Normalised operating profits, increased by one-time business events amounted to EUR 26.6 m, while the normalised EBITDA amounted to EUR 38.2 m.
The financial revenues of the Laško Group from the remaining operations in 2014 amounted to EUR 3.6 m. Financial expenses of the Laško Group in 2014 amounted to EUR 18.3 m and exceeded financial revenues by EUR 14.6 m.
The Laško Group generated net profits in the amount of EUR 1.7 m from suspended operations, while suspended operations in 2013 generated a loss in the amount of EUR 6.2 m.
In 2014 the Laško Group generated accounting period net profits in the amount of EUR 3.7 m, while it generated a net loss in the amount of EUR 30.2 m in 2013.
More details on the 2014 operations of the Target Company are available in the Annual Report of the Laško Group and Pivovarna Laško, d.d., on Pivovarna Laško, d.d. (www.lasko-pivo.si) and Ljubljana Stock Exchange, d.d. (SEOnet) websites.
The audited book value of the share of Pivovarna Laško, d.d. as of 31 December 2014 according to International Financial Reporting Standards amounted to EUR 6.64. The market value of the share at the end of 2014 amounted to EUR 23.50.
Laško, 24 November 2015 Management Board of Pivovarna Laško, d.d.