Financial Times FT.com

S&N rejects higher offer

By Jenny Wiggins, Consumer Industries Correspondent

Published: November 15 2007 09:55 | Last updated: November 15 2007 21:19

Scottish & Newcastle on Thursday tested investors’ faith by rejecting an improved takeover offer from Carlsberg and Heineken, saying it did not reflect the profitability of its Russian joint venture, BBH.

The conditional proposal of 750p per share, which values S&N at £7.3bn, follows an initial 720p offer from the Danish and Dutch brewers made last month which S&N also turned down, describing it as “derisory”.

The bitterness that has been developing between S&N and the consortium deepened after Thursday’s second rejection, with Jørgen Buhl Rasmussen, chief executive of Carlsberg, calling on the UK brewer’s shareholders “to direct their board to engage with us”.

“We find the board’s intransigence and ill-informed rejection very disappointing,” Mr Rasmussen said, adding that the consortium’s offer was “a very full, and we believe, a fair price”.

Mr Rasmussen and Jean-François van Boxmeer, Heineken chief executive, declined to comment on whether they would come back with a higher offer for S&N but did not indicate that Thursday’s offer was final.

Although shareholders said the improved offer was welcome, they said they wanted to hear out S&N on Tuesday, when John Dunsmore, S&N’s chief executive, plans to outline the group’s strategy for staying independent.

One of S&N’s institutional investors said on Thursday: “The case for independence at a value greater than 750p has to be clearly laid out on Tuesday . . . they either do it, or they blow it.”

S&N’s shares rose 16½p, or 2.2 per cent, to close at 757p.

S&N also plans to stress the growth prospects of BBH on Tuesday. Last week it attacked Carlsberg for refusing to allow it to release information on BBH’s profits outlook for 2008. The brewers have a confidentiality agreement governing disclosure of information.

Carlsberg said on Thursday that while it was happy for S&N to make a profit forecast for the whole S&N group, it did not want BBH’s profit forecasts released.

Analysts believe S&N is trying to force the consortium to increase its offer to at least 780p.

Andrew Holland, analyst at Dresdner Kleinwort, said he believed S&N would eventually sell to the consortium at somewhere between 783p and 823p, but probably towards the lower end of the range.

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