Heineken N.V. to participate in equity offering by FEMSA
Source: GlobeNewswireNOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Heineken N.V. (HEINEKEN) has noted the announcement today by Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) that it has launched an offering by its wholly-owned subsidiary CB Equity LLP of existing issued ordinary shares of both HEINEKEN and Heineken Holding N.V. in the total amount of approximately EUR 3 billion (approximately 6% of the combined interest in HEINEKEN and Heineken Holding N.V.) (Equity Offering). FEMSA also announced today an offering of senior unsecured exchangeable bonds in the aggregate principal amount of approximately EUR 500 million (Bonds), exchangeable into shares of Heineken Holding N.V.
Together, the Equity Offering and the Bonds represent almost half of FEMSA’s economic interest in HEINEKEN.
HEINEKEN has committed to purchase at least EUR 707 million in shares of HEINEKEN and at least EUR 292 million in shares of Heineken Holding N.V., representing altogether an amount of up to EUR 1.0 billion.
HEINEKEN will fund the share purchase from existing cash resources and committed credit facilities. The impact on its net debt / EBITDA (beia) will be approximately 0.15x. HEINEKEN’s participation in the Equity Offering will be earnings-per-share accretive.
Heineken Holding N.V.’s position as controlling shareholder in HEINEKEN will not be affected by the Equity Offering and/or the Bonds.
For the foreseeable future, HEINEKEN intends to keep the purchased HEINEKEN shares in treasury and the purchased Heineken Holding N.V. shares on its balance sheet. HEINEKEN will, concurrently with the settlement of the Equity Offering, enter into a cross-holding agreement with Heineken Holding N.V., which, amongst other conditions, will include a waiver by HEINEKEN of payment of any dividends on the Heineken Holding N.V. shares held by HEINEKEN as well as by Heineken Holding N.V. on an equivalent number of HEINEKEN shares held by Heineken Holding N.V. The HEINEKEN shares for which dividend is waived by Heineken Holding N.V. will no longer be part of the calculated number of outstanding ordinary shares of HEINEKEN (for purposes of per-share metrics such as earnings per share and dividend per share). As a consequence, the number of ordinary shares will be reduced by the total number of Heineken N.V. and Heineken Holding N.V. shares purchased.
Heineken N.V. and Heineken Holding N.V. will not be issuing or selling shares as part of the Equity Offering and will not receive any proceeds from the Equity Offering.
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About HEINEKEN
HEINEKEN is the world's most international brewer. It is the leading developer and marketer of premium and non-alcoholic beer and cider brands. Led by the Heineken® brand, the Group has a portfolio of more than 300 international, regional, local and specialty beers and ciders. With HEINEKEN’s over 85,000 employees, we brew the joy of true togetherness to inspire a better world. Our dream is to shape the future of beer and beyond to win the hearts of consumers. We are committed to innovation, long-term brand investment, disciplined sales execution and focused cost management. Through "Brew a Better World", sustainability is embedded in the business. HEINEKEN has a well-balanced geographic footprint with leadership positions in both developed and developing markets. We operate breweries, malteries, cider plants and other production facilities in more than 70 countries. Most recent information is available on our Company's website and follow us on LinkedIn, Twitter and Instagram.
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