<PAGE>
Exhibit 99(a)(8)
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell Shares. The Offer is made solely by the Offer to
Purchase, dated September 1, 2000, and the related Letter of
Transmittal, and any amendments or supplements thereto, and is being
made to all holders of Shares. The Offer, however, is not being made to
(nor will tenders be accepted from or on behalf of) holders of Shares
residing in any jurisdiction in which the making of the Offer or
acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of Bordeaux Acquisition
Corp. by UBS Warburg LLC or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Notice of 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
Bordeaux Acquisition Corp. ("Purchaser"), a Delaware corporation and
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"), is offering to purchase all outstanding
(i) shares of Class A common stock, $0.01 par value per share (the "Class A
Shares"), of Beringer Wine Estates Holdings, Inc. ("Beringer") and (ii) shares
of Class B common stock, $0.01 par value 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, on the terms
and subject to the conditions set forth in the Offer to Purchase, dated
September 1, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (the "Letter of Transmittal," which together with the Offer to
Purchase constitute the "Offer"). Tendering stockholders who have Shares
registered in their name and who tender directly will not be charged brokerage
fees or commissions or, subject to Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares pursuant to the Offer. Following the
Offer, Purchaser intends to effect the Merger described below.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
THAT (TOGETHER WITH ANY OTHER SHARES THAT PURCHASER HAS THE RIGHT TO ACQUIRE
PURSUANT TO THE TENDER AGREEMENT 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 AN ELECTION OF
DIRECTORS OR IN A MERGER, CALCULATED ON A FULLY DILUTED BASIS, ON THE DATE OF
PURCHASE (THE "MINIMUM CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER
CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. SEE THE INTRODUCTION AND
SECTIONS 1, 14 AND 15 OF THE OFFER TO PURCHASE.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of August 28, 2000 (the "Merger Agreement"), by and among Foster's,
Purchaser and Beringer. The Merger Agreement provides that, among other things,
Purchaser will make the Offer and that following the purchase of Shares pursuant
to the Offer, subject to the satisfaction or waiver of certain conditions set
forth in the Merger Agreement and in accordance with the relevant provisions of
Delaware
<PAGE>
law, Purchaser will be merged with and into Beringer (the "Merger"). Following
consummation of the Merger, Beringer will continue as the surviving corporation
and will be an indirect, wholly owned subsidiary of Foster's. At the effective
time of the Merger (the "Effective Time"), each Share (excluding Shares held in
the treasury of Beringer, owned by Beringer or any subsidiary of Beringer or by
Foster's or any subsidiary of Foster's and any Shares owned by stockholders who
have properly exercised their dissenters' rights under Delaware law) issued and
outstanding immediately prior to the Effective Time will be converted into the
right to receive cash in an amount equal to the price per Share paid pursuant to
the Offer (the "Per Share Amount"), without interest (and less any required
withholding taxes). The Merger Agreement is more fully described in Section 12
of the Offer to Purchase.
Simultaneously with the execution and delivery of the Merger Agreement,
Foster's, Purchaser and certain entities affiliated with Texas Pacific Group
and certain members of the Beringer's Board and Beringer senior management
entered into a Tender, Voting and Option Agreement (the "Tender Agreement")
pursuant to which these stockholders have agreed to tender their Shares in
the Offer. These stockholders own a sufficient number of Shares so that the
tender of their Shares in the Offer as contemplated by the Tender Agreement
will satisfy the Minimum Condition. These stockholders have also granted
Foster's a proxy to vote all of their Shares in favor of the Merger and an
option to purchase their Shares at the Per Share Amount in certain
circumstances.
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
ITS STOCKHOLDERS, HAVE APPROVED THE OFFER AND ADOPTED THE MERGER AGREEMENT AND
APPROVED THE TENDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND
RECOMMEND THAT STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES
PURSUANT TO THE OFFER.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not withdrawn
as, if and when Purchaser gives oral or written notice to the Depositary (as
defined in the Offer to Purchase) of its acceptance of such Shares for
payment pursuant to the Offer. In all cases, on the terms and subject to the
conditions of the Offer, payment for Shares purchased pursuant to the Offer
will be made by deposit of the purchase price therefor with the Depositary,
which will act as agent for tendering stockholders for the purpose of
receiving payment from Purchaser and transmitting payment to validly
tendering stockholders. Payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of (i)
certificates for such Shares (or a confirmation of a book-entry transfer of
such Shares into the Depositary's account at the Book-Entry Transfer Facility
(as defined in the Offer to Purchase)), (ii) a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) or, in
the case of book-entry transfer, an Agent's Message (as defined in the Offer
to Purchase), and (iii) any other documents required by the Letter of
Transmittal.
The consummation of the Merger is subject to the satisfaction or
waiver of certain conditions set forth in the Merger Agreement, including, if
required, the approval of the Merger by the requisite vote of the
stockholders of Beringer. The stockholder vote necessary to approve the
Merger is the affirmative vote of a majority of the issued and outstanding
Shares, voting as a single class, at Beringer's stockholder meeting held for
this purpose. If the Minimum Condition is satisfied and Purchaser purchases
Shares pursuant to the Offer, Purchaser will be able to effect the Merger
without the affirmative vote of any other stockholder. If Purchaser acquires
100% of the outstanding Class A Shares and at least 90% of the outstanding
Class B Shares pursuant to the Offer or otherwise, Purchaser will be able to
effect the Merger pursuant to the "short-form" merger provisions of Delaware
law, without prior notice to, or any action by, any other stockholder.
Purchaser intends to effect the Merger as promptly as practicable following
the purchase of Shares in the Offer.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO
BE PAID FOR THE SHARES PURSUANT TO THE OFFER, REGARDLESS OF ANY EXTENSION OF THE
OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. NO INTEREST WILL BE PAID ON THE
CONSIDERATION TO BE PAID IN THE MERGER TO STOCKHOLDERS WHO FAIL TO TENDER THEIR
SHARES PURSUANT TO THE OFFER, REGARDLESS OF ANY DELAY IN EFFECTING THE MERGER OR
MAKING SUCH PAYMENT.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
Friday, September 29, 2000, unless and until Purchaser (in accordance with the
terms of the Merger Agreement), shall have extended the period of time during
which the Offer is open, in which event the term "Expiration Date" means the
latest time and date at which the Offer, as so extended by Purchaser, shall
expire.
<PAGE>
Subject to the terms of the Merger Agreement and the applicable rules
and regulations of the Securities and Exchange Commission, Purchaser may, under
certain circumstances, (i) extend the period of time during which the Offer is
open and thereby delay acceptance for payment of and the payment for any Shares,
by giving oral or written notice of such extension to the Depositary and (ii)
amend the Offer in any other respect by giving oral or written notice of such
amendment to the Depositary. In addition, Purchaser may provide a "subsequent
offering period" for at least three business days, during which time
stockholders may tender, but not withdraw, their Shares and receive the Offer
consideration. Any such subsequent offering period will not exceed 10 business
days (for all such extensions).
Any extension, delay, waiver, amendment or termination of the Offer
will be followed as promptly as practicable by a public announcement thereof,
the announcement in the case of an extension to be issued no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. During any such extension, all Shares previously
tendered and not properly withdrawn will remain subject to the Offer, subject
to the right of a tendering stockholder to withdraw such stockholder's Shares
(except during any subsequent offering period).
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn at any time after October 31, 2000, unless
theretofore accepted for payment as provided in the Offer to Purchase. For a
withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Depositary
at one of its addresses set forth in the Offer to Purchase and must specify
the name of the person who tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holders of the Shares,
if different from the person who tendered the Shares. If the Shares to be
withdrawn have been delivered to the Depositary, a signed notice of
withdrawal with (except in the case of Shares tendered by an Eligible
Institution (as defined in the Offer to Purchase)) signatures guaranteed by
an Eligible Institution must be submitted prior to the release of such
Shares. In addition, such notice must specify, in the case of Shares tendered
by delivery of certificates, the name of the registered holder (if different
from that of the tendering stockholder) and the serial numbers shown on the
particular certificates evidencing the Shares to be withdrawn or, in the case
of Shares tendered by book-entry transfer, the name and number of the account
at the Book-Entry Transfer Facility to be credited with the withdrawn Shares.
The receipt of cash in exchange for Shares pursuant to the Offer (or
the Merger) will be a taxable transaction for U.S. federal income tax purposes
and may also be a taxable transaction under applicable state, local or foreign
tax laws. For a more complete description of certain U.S. federal income tax
consequences of the Offer and the Merger, see Section 5 of the Offer to
Purchase.
The information required to be disclosed by Rule 14d-6(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
Beringer has provided Purchaser with Beringer's stockholder list and
security position listings for the purpose of disseminating the Offer to
stockholders. The Offer to Purchase and the related Letter of Transmittal will
be mailed to record holders of Shares and will be furnished to brokers, banks
and similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
stockholders.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
<PAGE>
Questions and requests for assistance and copies of the Offer to
Purchase, the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent or the Dealer Manager as set forth
below, and copies will be furnished promptly at Purchaser's expense.
Purchaser will not pay any fees or commissions to any broker or dealer or any
other person (other than the Dealer Manager) for soliciting tenders of Shares
pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[MacKenzie Partners Logo]
156 Fifth Avenue
New York, New York 10010
(212) 929-5000 (call collect)
e-mail: [email protected]
or
Call Toll-Free: (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
[UBS Warburg LLC Logo]
299 Park Avenue
New York, New York 10172
(212) 821-5382 (call collect)
September 1, 2000
