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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK
AND
ALL OUTSTANDING SHARES OF CLASS B COMMON STOCK
OF
BERINGER WINE ESTATES HOLDINGS, INC.
AT
$55.75 NET PER SHARE
BY
BORDEAUX ACQUISITION CORP.,
AN INDIRECT, WHOLLY OWNED SUBSIDIARY
OF
FOSTER'S BREWING GROUP LIMITED
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, SEPTEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED.
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September 1, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Bordeaux Acquisition Corp. ("Purchaser"), a
Delaware corporation and an indirect, wholly owned subsidiary of Foster's
Brewing Group Limited, a corporation organized under the laws of the State of
South Australia, Commonwealth of Australia ("Foster's"), to act as Dealer
Manager in connection with Purchaser's offer to purchase all outstanding
(i) shares of Class A common stock, par value $0.01 per share (the "Class A
Shares"), of Beringer Wine Estates Holdings, Inc. ("Beringer") and (ii) shares
of Class B common stock, par value $0.01 per share (the "Class B Shares" and,
together with the Class A Shares, the "Shares") of Beringer, at a purchase price
of $55.75 per Share, net to the seller in cash, without interest, prorated for
fractional Shares on the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase, dated September 1, 2000, and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), enclosed herewith. Please furnish copies
of the enclosed materials to those of your clients for whose accounts you hold
Shares in your name or in the name of your nominee.
Enclosed herewith for your information and for forwarding to your clients
are copies of the following documents:
1. Offer to Purchase, dated September 1, 2000.
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients, together with Guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9, which provides information relating to backup federal
income tax withholding. Manually signed facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. Letter to holders of Shares ("Stockholders") from Walter W. Klenz,
President, Chief Executive Officer and Chairman of the Board of Directors of
Beringer, together with a Solicitation/Recommendation Statement on
Schedule 14D-9.
4. Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if neither of the two procedures for tendering Shares set forth in the
Offer to Purchase can be completed on a timely basis.
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5. Form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer.
6. Return envelope addressed to Equiserve, L.P. (the "Depositary").
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, SEPTEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $55.75 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer to Purchase.
2. The Offer is conditioned upon, among other things, there being
validly tendered and not withdrawn prior to the Expiration Date (as defined
in the Offer to Purchase) that number of Shares that (together with any
Shares that Purchaser has the right to acquire pursuant to the Tender
Agreement (as defined in the Offer to Purchase) and any Shares then owned by
Foster's or any of its subsidiaries) constitutes at least a majority of the
total voting power of the outstanding securities of Beringer entitled to
vote in the election of directors or in a merger, calculated on a fully
diluted basis, on the date of purchase. The Offer is also subject to the
conditions set forth in the Offer to Purchase. See the "Introduction" and
Sections 1, 14, and 15 of the Offer to Purchase.
3. The Offer is being made for all of the outstanding Shares.
4. Tendering Stockholders will not be obligated to pay brokerage fees or
commissions to the Dealer Manager, the Depositary or the Information Agent
or, except as set forth in Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer.
However, federal income tax backup withholding at a rate of 31% may be
required, unless an exemption is provided or unless the required tax
identification information is provided. See Instruction 10 of the Letter of
Transmittal.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Friday, September 29, 2000, unless the Offer is extended.
6. The members of the Board of Directors of Beringer present at a
meeting duly called and held have unanimously (with one Board member absent)
determined that each of the transactions contemplated by the Merger
Agreement, including the Offer and the Merger (as such terms are defined in
the Offer to Purchase), is fair to and in the best interests of Beringer and
the Stockholders, have approved the Offer and adopted the Merger Agreement
and recommend that Stockholders accept the Offer and tender their Shares
pursuant to the Offer.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of (a) certificates for Shares (the
"Certificates") or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase) with respect to such Shares pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, (b) the Letter of Transmittal
(or a manually signed facsimile thereof), properly completed and duly
executed with any required signature guarantees (or, in the case of
book-entry transfers, an Agent's Message) and (c) any other documents
required by the Letter of Transmittal. The per share consideration paid to
any Stockholder pursuant to the Offer will be the highest per share
consideration paid to any other Stockholder pursuant to the Offer.
Accordingly, payment may not be made to all tendering Stockholders at the
same time depending upon when Certificates for or Book-Entry Confirmations
of such Shares are actually received by the Depositary.
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In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) and any
required signature guarantees (or, in the case of book-entry transfers, an
Agent's Message) and any other required documents should be sent to the
Depositary and (ii) either Certificates representing the tendered Shares or a
timely Book-Entry Confirmation should be delivered to the Depositary in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.
If Stockholders wish to tender their Shares, but it is impracticable for
them to forward the Certificates for such Shares or other required documents or
complete the procedures for book-entry transfer prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures specified
in Section 3 of the Offer to Purchase.
Neither Purchaser nor Foster's will pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager as described in
the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients.
Purchaser will pay or cause to be paid any stock transfer taxes payable on
the transfer of the Shares to it, except as otherwise provided in Instruction 6
of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
UBS Warburg LLC, as the Dealer Manager or MacKenzie Partners, Inc. (the
"Information Agent"), at their respective addresses and telephone numbers set
forth on the back cover of the Offer to Purchase. Additional copies of the
enclosed materials may be obtained from the Information Agent or the Dealer
Manager or from brokers, dealers, commercial banks or trust companies.
Very truly yours,
UBS Warburg LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PURCHASER, FOSTER'S, BERINGER, THE DEALER
MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THEM
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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