Jurisdiction - Singapore
Singapore – Drew & Napier And Stamford Law Advises In Bidding War for F&N. Bidding Reaches Over USD10bn.

20 November, 2012


Stamford Law are lead legal advisors to Fraser & Neave, Limited (F&N) as the takeover saga continues in the largest-ever M&A deal in Southeast Asia, with an OUE-led consortium launching a US$10.7 billion (S$13.1 billion) bid for F&N on 15 November 2012. The consortium led by Overseas Union Enterprise Ltd (OUE) is offering S$9.08 per share for F&N, trumping the earlier TCC Assets offer of S$8.88 a share. TCC Assets is a special purpose vehicle owned by Thai billionaire, Mr. Charoen Sirivadhanabhakdi and his wife. To add to the continuing drama, Japan’s Kirin Holdings – which holds an approximate 14.8% stake in F&N – have thrown their support for the OUE offer subject to certain conditions. If the OUE offer triumphs, this will lay the foundation for the F&N conglomerate to be broken up, with Kirin indicating that they will offer to buy F&N’s food and beverage business for S$2.7 billion, and the remainder of F&N’s businesses being retained by OUE, including the property business.


Drew & Napier is acting for OUE. The Drew team is led by Gary Pryke and Ralph Lim. Sandy Foo and Farhana Siddiqui is advising OUE on the financing of the bid while directors Lam Shiao Ning and Sean Ng have been advising OUE on the consortium arrangements. 


OUE is a hotel and property firm controlled by Indonesia’s Lippo Group and is a special purpose vehicle owned by the Riady Family. In a statement by Stephen Riady, executive chairman of OUE, he acknowledged F&N’s strong standing in property, F&B, publishing and printing industries, with particular reference to F&N’s property portfolio being highly complementary to OUE’s existing portfolio. This continues on from an August interview with Mr. Riady in which he indicated OUE’s intention to boost its property holdings in Singapore, and to double its assets in as little as three years. 


The OUE offer comes hot on the heels of Heineken’s successful takeover of Asia Pacific Breweries Ltd (APB), a subsidiary of F&N. This takeover deal captured the world’s attention and in that instance, Stamford Law were also lead transaction counsel to F&N, in the sale of their controlling interest in APB to Heineken.  
This latest twist may mean that Mr. Charoen will have to come up with a higher offer to gain control of F&N and could set the stage for a multibillion-dollar battle between Southeast Asia’s richest families – the Riady family, one of Indonesia’s richest families, and the Thai billionaire Mr. Charoen Sirivadhanabhakdi – for control of the Singapore conglomerate. 

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