Frucor Beverages Group Limited


Transaction Type: Takeover (Full)

Offeror: Danone Asia Pte Limited

Independent Adviser(s): Grant Samuel (Rule 21), Ferrier Hodgson (Rule 22)

Offer commencement date: 5/11/2001

Offer closing date: 18/01/2002


On 24 October 2001, Frucor Beverages Group (Frucor) advised it had received a takeover notice from Danone Asia Pte Limited (Danone). The offer was for all ordinary shares in Frucor and the Tranche A convertible notes. Danone would offer $2.35 per share and $1.31 per $1.00 principal amount of Tranche A convertible notes issued to certain employees. The conditions of the agreement required a 90% acceptance rate. 

On 16 November 2001, the independent directors recommended that shareholders and noteholders reject the offer and they also advised that they would not be accepting the offer for their own shares. The reason for this was Grant Samuel’s advice that the value of Frucor shares was well above the price offered by Danone. 

On 17 January 2002, Danone announced that it has received acceptances for more than 60% of the shares in Frucor.

On 21 January 2002, Danone announced that it held or controlled had more than 90% of shares in Frucor. Danone then completed a compulsory acquisition of the outstanding Frucor securities. 

Grant Samuel & Associates Limited prepared an independent report on the merits of an offer for the purposes of rule 21 of the Code.