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Asahi Offer for Charlie's Opens

Thursday 21 July 2011, 3:44PM

By Pead PR

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Asahi Beverages New Zealand Limited (Asahi) has today despatched the offer document
outlining its 44 cent cash offer for all of the shares in Charlie’s Group Limited.

The offer document is being sent together with Charlie’s Target Company Statement containing
a recommendation from the Charlie’s Board of Directors that shareholders accept the offer
announced on 4 July.

The Target Company Statement also incorporates an Independent Adviser’s Report prepared by
Grant Samuel & Associates.

Asahi’s offer price of 44 cents per Charlie’s share is at the top end of Grant Samuel’s assessed
value range of 41 to 45 cents per share, and Grant Samuel notes that the Offer price of
$0.44 “represents a full and fair multiple of Charlie’s Group’s forecast EBITDA for the year to 30
June 2012 of 11.4 times”.

In a letter to shareholders accompanying the documents, the Charlie’s board unanimously
recommends they accept the offer for all of their shares in the absence of a superior proposal.

In addition, the independent directors have indicated to shareholders they intend to accept
the offer for all of the shares they own or control in the absence of a superior proposal. Major
shareholders1, together holding 52.17 per cent of the Charlie’s shares, have committed to accept
the offer by 22 July 2011.

Chairman Ted van Arkel highlights a number of reasons for the board’s support of the offer. The
offer is a cash offer, is at the top end of the Grant Samuel valuation range and it represents a 57
per cent premium over the closing price for Charlie’s shares prior to the offer being announced.

The board also says that prior to Asahi’s formal offer, it had received a number of unsolicited
indicative proposals and Asahi’s proposal represented the best price for shareholders.

Because major shareholders are committed to the Asahi offer, the board thinks it is unlikely a
competing offer would arise during the offer period.

In conclusion the board believes the Asahi offer “represents a unique opportunity to propel
Charlie’s brands further on to the world stage and more quickly than Charlie’s may achieve on its
own”.

It says the offer provides a certain value to shareholders now, noting that risks and external
factors could affect the value of Charlie’s shares in the future.

“The offer fairly compensates shareholders for the brand equity that has been created by the
Charlie’s management team to date,” says Mr van Arkel.

Asahi’s offer opens today (July 21) and is scheduled to be open until 19 August but could be
extended by Asahi.

It is subject to a number of conditions including Overseas Investment Office consent and
acceptance by shareholders representing 90 per cent of Charlie’s ordinary shares.

The Charlie’s board encourages shareholders to read all the documentation carefully and, if they
have any questions, to consult with their financial or legal adviser.