<PAGE>
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 Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated
September 1, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer") and other materials relating to the Offer
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 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 the Offer.
Holders of Shares ("Stockholders") whose certificates for such Shares (the
"Certificates") are not immediately available or who cannot deliver their
Certificates and all other required documents to the Depositary (as defined in
the Offer to Purchase) or complete the procedures for book-entry transfer on or
prior to the Expiration Date (as defined in the Offer to Purchase) must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL ACCOMPANYING
THIS LETTER IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to 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.
2. 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 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
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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 outstanding Shares.
4. Tendering Stockholders will not be obligated to pay brokerage fees or
commissions to the Dealer Manager (as defined in the Offer to Purchase), the
Depositary or the Information Agent (as defined in the Offer to Purchase)
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 taxpayer
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 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 (as defined in the Offer to Purchase)), and (c) any other documents
required by the Letter of Transmittal. Accordingly, payment may not be made
to all tendering Stockholders at the same time depending upon when
Certificates for or confirmations of book-entry transfer of such Shares are
actually received by the Depositary. Under no circumstances will interest be
paid on the purchase price of the Shares to be paid by the Purchaser,
regardless of any extension of the Offer or any delay in making such
payment.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth on the back page of this letter. Please
forward your instructions to us in ample time to permit us to submit a tender on
your behalf prior to the Expiration Date. An envelope to return your
instructions to us is enclosed. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL
SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE INSTRUCTION FORM
SET FORTH BELOW.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) Stockholders 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 Purchaser by UBS Warburg LLC or one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
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INSTRUCTIONS WITH RESPECT TO THE
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.
BY
BORDEAUX ACQUISITION CORP.
AN INDIRECT, WHOLLY OWNED SUBSIDIARY
OF
FOSTER'S BREWING GROUP LIMITED
The undersigned acknowledge(s) receipt of your letter, the enclosed 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") in connection with the offer 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, 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,
togther 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 the
Offer to Purchase.
This will instruct you to tender to Purchaser the number of Shares indicated
below (or, if no number is indicated below, all Shares) which are held by you
for the account of the undersigned, upon the terms and subject to the conditions
set forth in the Offer.
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Number of Class A Shares to be Tendered:* ________________________ Shares
Number of Class B Shares to be Tendered:* ________________________ Shares
Date: ________________________, 2000
SIGN HERE
Signature(s): __________________________________________________________________
Print Name(s): _________________________________________________________________
Print Address(es): _____________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number(s): _____________________________________________
Taxpayer Identification or Social Security Number(s): __________________________
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
THIS FORM MUST BE RETURNED TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
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