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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES ACT OF 1934
BERINGER WINE ESTATES HOLDINGS, INC.
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(Name of Subject Company)
BERINGER WINE ESTATES HOLDINGS, INC.
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(Name of Person Filing Statement)
CLASS A COMMON STOCK, PAR VALUE
$0.0001 PER SHARE
CLASS B COMMON STOCK, PAR VALUE
$0.0001 PER SHARE
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(Title and Classes of Securities)
084102102
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(Cusip Number of Class of Securities)
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DOUGLAS W. ROBERTS
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
BERINGER WINE ESTATES HOLDINGS, INC.
610 AIRPARK ROAD
NAPA, CA 94558
(707) 258-4500
WITH A COPY TO:
GREGG F. VIGNOS
PILLSBURY MADISON & SUTRO LLP
50 FREMONT STREET
SAN FRANCISCO, CA 94105
(415) 983-1000
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(Name, Address and Telephone number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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CONTACT: Mora Cronin
(707) 963-8989, ext. 2243
FOR IMMEDIATE RELEASE
BERINGER WINE ESTATES TO BE ACQUIRED
BY FOSTER'S BREWING GROUP OF AUSTRALIA
Combination of Beringer and Foster's Mildara Blass Limited
Creates First Truly Global Premium Wine Company
August 28, 2000, Napa, Calif. -- Beringer Wine Estates Holdings, Inc. (Nasdaq:
BERW), which is majority owned by the Texas Pacific Group, announced today it
has reached a definitive agreement to be acquired by Foster's Brewing Group
Limited of Australia in a transaction valued at approximately US$1.2 billion or
$55.75 per share. Foster's Brewing Group will assume Beringer Wine Estates'
debt, bringing the total value of the transaction to more than US$1.5 billion.
The acquisition will combine Beringer Wine Estates with Foster's wine
subsidiary, Mildara Blass Limited, to create the largest premium wine company in
the world. Combined revenues for Beringer Wine Estates and Mildara Blass
Limited in fiscal 2000 (ending June 30, 2000) were US$886 million.
Under the terms of the merger agreement, Foster's will promptly commence a
tender offer for all outstanding shares of Beringer Wine Estates' stock at a net
price of $55.75 per share in cash. The tender offer is expected to commence
within a week. Any shares not purchased pursuant to the tender offer will be
acquired in a merger at the same $55.75 per share cash price as soon as
practicable after completion of the tender offer. The transaction has been
approved by the boards of directors of both Beringer Wine Estates and Foster's.
"This represents a new, very exciting chapter for Beringer Wine Estates, and we
are proud to be on the forefront of the globalization of the premium wine
industry," commented Beringer Wine Estates' Chairman and Chief Executive Officer
Walt Klenz. "This combination gives us a business partner with a similar
philosophy, and will provide us with access to new markets and new business
opportunities which assures Beringer Wine Estates' place as a key player in the
world's premium wine industry going forward."
"This is a defining event for Foster's," said Mr. Ted Kunkel, Foster's President
and Chief Executive Officer. "We searched the world for a suitable wine
acquisition and Beringer Wine Estates was the absolute stand out. It is a first
class company which has a strong track record due to the quality of its assets
and management's expertise in brand building and marketing."
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"This combination of two great wine companies creates the world's first truly
global premium wine company, and Mildara Blass and Beringer Wine Estates are
pleased to be first movers in this regard," commented Mr. Terry Davis, Managing
Director of Mildara Blass Limited. "Beringer Wine Estates is a perfect business
partner for Mildara Blass. It has great California wineries and vineyards,
strong brands, a history of commitment to quality, outstanding growth, and a
strong management team."
Under the terms of the agreement, Beringer Wine Estates will become a wholly
owned subsidiary of Foster's Brewing Group. Beringer Wine Estates' senior
management and organizational structure will remain unchanged, with business as
usual.
Foster's Brewing Group is a leading premium global beverage company dedicated to
producing and marketing quality beer, wine and leisure products to millions of
consumers across the world. Foster's makes and markets many of Australia's most
famous beers, including Foster's Lager and Victoria Bitter. Mildara Blass is
Foster's international wine business and the leading premium wine producer in
Australia. The company's wine brands are some of Australia's best-known labels,
including Wolf Blass, Black Opal, Greg Norman Estates, Yellowglen and Jamiesons
Run. Mildara Blass premium wines are sold in more than 67 markets around the
world and its winemakers are recognized as being among the best in the world.
Beringer Wine Estates is a market leader in the California premium wine
industry. The company consists of six award-winning California wineries:
Beringer Vineyards, Meridian Vineyards, Chateau St. Jean, Chateau Souverain,
Stags' Leap Winery, and St. Clement Vineyards, plus an import portfolio of
premium brands from Italy, France and Chile. Beringer Wine Estates controls
over 10,200 acres of vineyard land, all in the coastal regions of California.
Texas Pacific Group, founded in 1993 and based in Fort Worth, TX, San Francisco,
CA, and London, is a private investment partnership with capital of
approximately $7 billion. TPG's principals include David Bonderman, James G.
Coulter, and William S. Price. The partnership has made significant investments
in a broad range of industries, including consumer products (Del Monte), luxury
goods (Bally, Ducati, J. Crew), technology (ON Semiconductor, Gemplus),
telecommunications (Quantum Bridge, Advanced TelCom Group), airlines
(Continental, America West), and healthcare services (Oxford Health Plans).
In connection with the execution of the merger agreement, Foster's entered into
tender agreements with the Texas Pacific Group, and the directors and senior
management of Beringer Wine Estates, who collectively own approximately 55% of
the outstanding shares, pursuant to which such parties agreed, among other
things, to tender their shares in the offer.
Completion of the tender offer is subject to customary conditions, including the
acquisition by Foster's of a majority of the voting power of Beringer Wine
Estates' common shares on a fully diluted basis and the expiration of applicable
waiting periods under the Hart-Scott-Rodino Act.
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UBS Warburg LLC acted as Foster's financial advisor and is also acting as dealer
manager in connection with the tender offer. Jones, Day, Reavis & Pogue acted
as counsel for Foster's. Goldman Sachs acted as Beringer Wine Estates'
financial adviser in connection with the transaction. Pillsbury Madison & Sutro
LLP acted as external legal counsel to Beringer Wine Estates. Cleary, Gottlieb,
Steen & Hamilton acted as counsel for Texas Pacific Group.
Note: This press release contains certain "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current plans and expectations and involve
risks and uncertainties that could cause actual future results to be materially
different from those set forth in the forward-looking statements. Important
factors that could cause actual results to differ include, among others, risks
that no transaction will occur, other risks associated with possible business
combination transactions, costs related to the merger, and the economic
environment of the wine industry.
Foster's has informed Beringer Wine Estates that it intends to file an Offer to
Purchase and a Letter of Transmittal with the U.S. Securities and Exchange
Commission relating to Foster's offer to purchase all outstanding shares of
Class A common stock and Class B common stock of Beringer Wine Estates. All
Beringer Wine Estates stockholders are strongly advised to read the Offer to
Purchase and Letter of Transmittal when they are available because they contain
important information relating to the offer. These documents will be available
at no charge on the SEC's website at http:\\www.sec.gov and may be obtained for
free from MacKenzie Partners, Inc. by calling (800) 322-2885.
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