The offer is being made through unlisted, British Virgin Islands-incorporated TCC Assets Ltd., which is affiliated with Sirivadhanabhakdi's Thai Beverage PCL--already Fraser and Neave's largest shareholder, with a 28.9% stake.

TCC Assets said it offered S$8.88 a share, or 4.3% above Wednesday's closing share price, for the drinks-to-property conglomerate. The offer values the whole of the target at S$12.67 billion.

The move comes a little more than two weeks before a planned Sept. 28 Fraser and Neave shareholder vote on Heineken's sweetened S$5.6 billion bid for Fraser and Neave's 40% stake in Tiger beermaker Asia Pacific Breweries Ltd. That offer, which would give Heineken control of APB, is backed by Fraser and Neave's board but is conditional on shareholder approval.

Fraser and Neave said Thursday that the shareholders' meeting will proceed as scheduled, but cautioned shareholders to "refrain from taking action in relation to their shares" that could damage their interests.

Analyst Richard Withagen of SNS Securities NV said it was doubtful that the meeting will actually take place.

"Heineken is in an awkward and difficult situation, dependent on decisions and actions of other parties," said the analyst, who recommends holding Heineken shares. "They probably need to look at their plan B a little more closely." Potentially, he said Heineken could pull rights to its core Heineken brand from APB if Fraser and Neave ends up keeping its stake in the joint venture.

On the other hand, he said Sirivadhanabhakdi's ability to finance the deal remains uncertain, despite the bidder saying in the offer document that it has "sufficient financial resources" to buy Fraser and Neave.

Heineken said Thursday that it has noted ThaiBev's announcement. "The company will review the content carefully and has no further comment to make at this time," it said.

Fraser and Neave shares rose 4.8% in Singapore Thursday to close at S$8.92, suggesting investors are betting on the bidding escalating. Heineken shares were down 0.48% at €42.75 ($55.17), at around midday in Amsterdam, paring losses after falling as low as €42.18.

ThaiBev forced Heineken's hand in July, when it unveiled a surprise S$2.2 billion bid for stakes in Fraser and Neave and APB, Heineken's longtime joint venture with Fraser and Neave.

Three days later, Heineken responded with a S$50 per share offer for control of APB. It then raised its offer to S$53 a share after Kindest Place Groups Ltd., controlled by Sirivadhanabhakdi's son-in-law, offered to buy 7.3% of APB for S$55 a share. Fraser and Neave's board rejected the Sirivadhanabhakdi-linked offer and instead recommended Heineken's sweetened bid.

Heineken and ThaiBev have equally strong incentives to wrest control of APB. Heineken, the world's third-largest brewer after Anheuser-Busch InBev SA/NV and SABMiller plc, would significantly build its limited emerging-market exposure, while Sirivadhanabhakdi's company would be able to reduce its dependence on Thailand.

APB, founded as Malayan Breweries Ltd. in 1931, has a large geographic footprint in Asia, with 30 breweries in 14 countries including Singapore, Cambodia, China, Thailand and Vietnam. Besides Heineken and Tiger beer, its 40-strong portfolio includes Anchor beer, ABC Extra Stout and Baron's Strong Brew.

APB's group profit before interest, taxation and exceptional items for the six months through March 31 rose 30% to S$443 million, thanks to price increases and strong demand in Indonesia, Vietnam and Papua New Guinea.

TCC is taking advice from United Overseas Bank Ltd., DBS Bank Ltd. and Morgan Stanley.

Heineken has turned to Credit Suisse Group's David Serre and Pankjaj Goel along with Citigroup Inc.'s Matthew Nimtz, as well as Singapore law firm Duane Morris & Selvam LLP. Fraser and Neave enlisted Goldman, Sachs & Co. on the Heineken offer.

Fraser and Neave said Thursday that it will appoint two sets of advisers to assess the TCC offer.