S&N rejects 'wholly inadequate' Carlsberg offer

November 16, 2007: Scottish & Newcastle (S&N) has rejected an increased offer for its business from Carlsberg and Heineken valued at 750p per share.

The proposal is subject to extensive pre-conditions, including a recommendation by the board of S&N and full due diligence.

S&N's board described the proposals as "wholly inadequate", undervaluing the company's strengths and market positions.

The S&N board says it is particularly concerned by Carlsberg's refusal to disclose relevant information about the prospects for Baltic Beverages Holding (BBH) — in which the two parties have 50% shares which it considers essential to allow S&N shareholders to assess the proper value of BBH.

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."

Carlsberg called the 750p offer "full and fair" and represented a premium of 41% to the share price of 531p which was the closing price on March 28 — the date immediately before speculation first arose around a possible offer for S&N.

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