Scania makes recommended cash offer for Beers
Further to the announcement made on 9 November 2000, Scania Europe Holding B.V. ("Scania"), a wholly owned subsidiary of Scania CV AB, today announces that it makes a cash offer to acquire the entire issued share capital of Beers N.V. ("Beers"). Scania CV AB currently already holds 49.9% of the shares in Beers. The offer document setting out the terms of the recommended cash offer will be available to Beers shareholders from today at the offices of ABN Amro Bank N.V., Scania Europe Holding B.V. and Beers N.V. in the Netherlands.
The market for commercial vehicles and services is turning global and competition is intensifying. Consequently, during the past few years Scania Group has systematically expanded and strengthened its own distribution and service network. This enables Scania to optimally meet customers' demand for one-stop shopping with regard to buying new trucks, financing and services also on a pan-European level. The acquisition of Beers is in line with this strategy and will benefit both parties. Bundling of products in respect of distribution, service and financing of commercial vehicles is becoming more important for client retention, thereby achieving a competitive edge over other players in the market.
Together, Scania and Beers can realise this competitive advantage by building further on their existing long lasting relationship. For the past 54 years, Beers has been the marketing and service organisation of Scania commercial vehicles in the Netherlands and recently in parts of Germany. Over this period both companies have shown that they can work together successfully.
Beers will maintain its present position as an independently operating company within the Scania Commercial System. The acquisition will bring no change in the employment conditions for Beers' employees.
The recommended offer
Scania offers EUR 46.50 in cash for each Beers share, valuing Beers at approximately EUR 285 million. The offer price represents a premium of 33 percent to Beers’ share price over the average closing price on Euronext Amsterdam during the month before the announcement on 9 November 2000. The Supervisory Board and Management Board of Beers, taking into account the strategic, financial and social aspects of the merger with Scania, are of the opinion that the offer is reasonable and fair and consequently recommend the offer.
A positive advice regarding the offer has been obtained from the works council of Beers.
The offer will be declared unconditional if 70% or more of all Beers shares are tendered at the closing date of the offer.
The offer period starts on 28 November 2000. In connection with the offer, an Extraordinary General Meeting of Beers shareholders will be held on Tuesday 12 December 2000 at 15:00 hours local time at the Golden Tulip Bel Air Hotel, Johan de Wittlaan 30, The Hague.
Beers’ shareholders can tender their shares until 15.00 hours local time on Wednesday 20 December 2000, unless the offer period is extended. In case the offer period is extended, Scania will make an announcement to that effect no later than three trading days after 20 December 2000. No later than on the fifth trading day after 20 December an announcement will be made stating whether or not the offer has become unconditional. The payment date is no later than 3 trading days after the day the offer is rendered unconditional.
Scania is one of the world’s leading manufacturers and distributors of heavy trucks, buses and engines. Scania is a global enterprise, operating in close to 100 countries, with approximately 95% of unit sales outside Sweden. Scania employs more than 26,500 employees and reported SEK 47 billion (approx. EUR 6 billion) in revenues over 1999. Operating profit amounted to SEK 5.0 billion (approx. EUR 600 million), net profit being SEK 3.1 billion (approx. EUR 375 million).
Beers' activities in the Netherlands include import and distribution of Scania trucks and parts, as well as direct sales and services from a national distribution network consisting of 34 outlets. Moreover, Beers co-operates with 12 independent dealer service points. In certain regions of Germany, Beers is active in direct sales and service from 8 outlets and co-operates with 12 service support points. Beers reported EUR 579 million in revenue over 1999. Operating profit amounted to EUR 35.4 million, net profit being EUR 22.2 million. Beers employs more than 1,000 employees in total.
Addresses where the offer document can be obtained
ABN Amro Bank N.V., Herengracht 595, Amsterdam, The Netherlands.
Scania Europe Holding B.V., Russenweg 5, Zwolle, The Netherlands.
Beers N.V., Donau 34, Leidschendam, The Netherlands.
For further information please contact
Scania Magnus Hahn, Scania Corporate Communications, tel +46 8 55383510.
Beers Hans J. L. Smit, Beers Communications Staff Group, tel +31 70 4182431.