About 2.5% of Fraser and Neave Ltd.'s shares traded hands in a block trade Friday, fueling speculation that Thai Beverage PCL is gathering more strength to thwart Heineken NV's pursuit of Asia Pacific Breweries Ltd.
Shares of Fraser and Neave closed up 1.5% in Singapore at 8.45 Singapore dollars amid widespread expectation that ThaiBev, already its largest owner, snapped up a further 35.8 million shares on the new market. That would raise ThaiBev's stake in the drinks-to-property conglomerate from 26.4% to 29.9%, just below the 30% threshold that would trigger a mandatory offer under Singapore takeover laws.
The added shares would also give ThaiBev greater power to block Heineken from gaining full control of Tiger beer maker APB, since shareholder approval is a condition of the Dutch brewer's agreed S$5.6 billion ($4.5 billion) offer for Fraser and Neave's nearly 40% stake in APB. Heineken won the backing from the Fraser and Neave board last weekend for the increased offer of S$53 share, from an initial bid of S$50 a share.
Heineken's deal is not subject to due diligence, nor is it conditional on financing, but it does require approval from Fraser and Neave shareholders and regulatory authorities. While investors await a date for the extraordinary general meeting, analysts noted that there is still uncertainty facing Heineken's deal.
"There is a risk that ThaiBev would take over Fraser and Neave, which would create a problem for Heineken with two captains on the same ship," said Gerard Rijk, an analyst at ING Barings in Amsterdam who nevertheless believes that Heineken's hands are tied. "All they can do is wait and see."
The analyst remains bullish on Heineken shares, on which he has a buy rating, with a share price target of €49.20. On Friday in Amsterdam, Heineken shares were trading at €44.27, down 0.42% from their Thursday close. Heineken was forced to make an offer for APB last month after ThaiBev, a company controlled by Thai billionaire Charoen Sirivadhanabhakdi, agreed to buy 22% of Fraser and Neave.
A separate offer by Kindest Place Groups Ltd., a firm owned by Sirivadhanabhakdi's son-in-law, bought 8.6% of APB and subsequently proposed to buy 7.3% of the brewer from Fraser and Neave for S$55 a share. That offer was due to expire Friday, five days after Fraser and Neave board's backed Heineken's offer.
On Thursday, Heineken said it expects full-year 2012 net profit to be "broadly" in line with the €1.58 billion reported in 2011. CEO Jean-François van Boxmbeer also insisted Thursday that the brewer is striving for a "swift completion" of the APB transaction. "The business of APB provides direct access to two of the world's most exciting growth regions for beer -- Southeast Asia and the Pacific Islands, and China," he said.
Heineken, which trails larger rivals Anheuser-Busch InBev SA/NA and SABMiller plc in emerging-market exposure, plans to finance its acquisition entirely from debt, primarily through €1.75 billion ($2.17 billion) in bonds issued last month.
If it goes ahead, the acquisition will be the largest for the world's No. 3 brewer since its 2010 purchase of the beer operations of Coca-Cola Co. bottler Fomento Economico Mexicano SAB, or Femsa, for $7.4 billion.
Heineken is taking advice from Credit Suisse Group's David Serre and Citigroup Inc., along with Singapore law firm Duane Morris & Selvam LLP, while Fraser and Neave has enlisted Goldman, Sachs & Co.
Credit Suisse and Citigroup Inc. also acted as bookrunners for Heineken's recent €1.75 billion bond issue, which also included ING Bank NV, ABN Amro Bank NV, Banco Bilbao Vizcaya Argentaria SA, Crédit Agricole SA and others.