Lion Nathan Takeover Bid of Coopers

Discussion of Lion Nathan's failed takeover bid for the independent Cooper's Brewery and links to articles and other discussions.

Postby Oliver » Thursday Sep 08, 2005 4:25 pm

Oliver wrote:... There was a good article in this weekend's (September 3-4) Weekend Australian newspaper dealing with the issues. I'll track it down ...


Here it is.

Gives a good overview of the fight.

Typed it in myself...

Coopers ale and hearty as it denies the Lion's share
Richard Gluyas

Tim Cooper, the great-great-grandson of the founder of Adelaide's Coopers Brewery, cackles down the telephone line.

``I think they (Lion Nathan) thought we were all hillbillies over here,'' he says.

The Coopers boss is no hillbilly. He is a former medical doctor specialising in cardiology, and has a master of business administration and a degree in brewing.

But he also has a nice line in self-deprecation, an asset he will no doubt continue to employ with devastating effect while defending his family inheritance.

Cooper's hillbilly aside is clearly a source of annoyance to his Lion counterpart, Rob Murray.
In the lead-up to Thursday's hostile $352 million takeover bid, and even since then, the Lion chief says Coopers and its people have been accorded ``great respect''.

``I don't know how he (Cooper) can say that,'' Murray says. ``We have bid $260 a share, which is six times the value of the Coopers buyback in 2003.

``Perhaps he should look in the mirror and ask why that value hasn't been communicated properly to his shareholders.''

Scarcely has a day elapsed and the gloves are already off.

Murray's mood darkens further at the news that Cooper regards himself as no longer bound by confidentiality surrounding previous takeover and joint venture discussions.

Cooper says that Lion, in a ``conditional and indicative'' offer discussed by the Coopers board on June 21, wanted to consolidate production of its South Australian brands, West End and Southwark, at the new Coopers brewery in the Adelaide suburb of Regency Park.

By implication, this would mean significant job losses from scaling back or closing Lion's West End brewery, which is high-cost and hampered by surplus capacity.

Job losses are political poison for any state government, but even more so in South Australia after Holden announced a week ago it would axe 1400 jobs at its Adelaide assembly plant.

Premier Mike Rann said yesterday he was ``quite concerned'' about the Lion bid. ``You can only think that a merger or a takeover would result in less jobs and that's what we don't want to see, particularly in a time when unemployment is so low.

``I've got real concerns about a hostile takeover, and Coopers, of course, is an iconic South Australian company that's known throughout the world.''

Murray, unlike Cooper, believes confidentiality still holds regarding the previous takeover discussions. But to talk of job losses was ``highly premature'', not least because the formal takeover could result in a range of outcomes.

One possibility, he insists, is a ``reinvigoration'' of West End and expansion of that business.

The attractiveness of the unlisted Coopers, though, is not in dispute. From a trough around 1993 when its survival was in question, the brewer, with its signature Coopers Pale Ale and Coopers Sparkling Ale brands, has taken all before it.

A state market share of less than 10 per cent has vaulted to 24 per cent as annual volumes -- in a declining beer market -- have surged from 11 million to 50 million litres.

As Coopers' boutique products have benefited from a shift in the consumer palate to cloudy ales, helped along by a clever advertising campaign, so has the momentum for Lion's mainstream brands slowed.
Once the state's dominant brewer with a 60 per cent-plus market share, Lion now languishes at 45 per cent.

Coopers has also enjoyed explosive growth in other states, with sales galloping ahead at 30 per cent in each of the last three years. The irony is that Lion once held the prize it now desperately seeks.

When it acquired SA Brewing in 1993, it inherited that company's 19.9 per cent stake in Coopers.

The shareholding, however, was surrendered two years later in exchange for pre-emptive rights. The ``third tier'' rights permit Lion to buy Coopers shares offered for sale but not taken up by existing shareholders or AMP on behalf of the Coopers superannuation fund.

An exception also had to be created for Lion in the Coopers constitution, which bans competitors from holding shares in the company.

Lion's rights, however, were dramatically squashed yesterday in a controversial ruling by the South Australian Supreme Court.

The court agreed with Coopers' position, first argued two years ago, that a change-of-control provision in the company's constitution had been activated by Japanese brewer Kirin taking a 46 per cent stake in Lion.

Tim Cooper, of course, welcomes the decision, while Murray, just as predictably, says he will appeal.

Indeed, the Lion chief almost has to restrain himself from agreeing it was a ``home town'' decision. ``We were told not to expect a judgment until October, so when we heard it was coming out today (Friday) we had a fair idea it was not going to be good for us,'' he says.

Was it a home town verdict, then? ``You said that, not me.''

Murray is adamant the ruling changes nothing. He argues it's merely one stage in a lengthy legal process.

Any move by Coopers to call an extraordinary meeting to change its constitution and withdraw Lion's rights would have to be supported by three-quarters of Coopers' shareholders.

Tim Cooper is confident he retains the support of Coopers' 117 shareholders.

He says the board will convene on Tuesday to consider a recommendation to shareholders, as well as the company's options regarding an EGM.

``We have talked in the last month or so to the vast majority of our shareholders, and they all said they were not interested in selling to another brewer,'' Cooper says.

Murray, on the other hand, says ``a handful'' of Coopers shareholders have already contacted the company about its offer and the prospect of some liquidity for the tightly held stock.
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Postby undercover1 » Thursday Sep 08, 2005 4:31 pm

And the latest battle...
Battle of the brewers back in court September 8, 2005 - 4:09PM

The battle for control of South Australian icon Coopers Brewery has gone back to the courts.

Brewing giant Lion Nathan lodged an appeal with the Full Court of the SA Supreme Court against a decision to remove its pre-emptive rights to buy Coopers shares. The rights, granted by Coopers under a deal struck a decade ago, had allowed Lion Nathan to purchase Coopers shares which were offered for sale but not acquired by the Cooper family. The rights were removed in a ruling by SA Supreme Court Justice John Perry last Friday.
"Coopers chose to grant these pre-emptive rights to Lion Nathan in 1995 and we owe it to our shareholders to defend our position," Lion Nathan chief executive officer Rob Murray said. "We agreed to sell 19.9 per cent of Coopers then owned by our company in exchange for these rights, so obviously it is disappointing that they should seek now to remove them."
In last week's ruling, Justice Perry said Japan's Kirin Brewing Company had acquired 46 per cent of Lion Nathan, constituting a change in the company's makeup since the agreement on pre-emptive rights was made.
But Mr Murray said the appeal would argue that Kirin held no relevant interest over Lion Nathan shares.
Should Lion Nathan lose its appeal, Mr Murray said Coopers would still need to put Justice Perry's ruling to a meeting of shareholders if the rights were to be removed.
Lion Nathan, the company behind Toohey's, Hahn and Heineken, has made a $352 million takeover bid for Coopers, Australia's only remaining family-owned brewery. Coopers, whose brands include the well-known Coopers Original Pale Ale and Coopers Sparkling Ale, was founded in 1862 and still had fewer than 120 shareholders, most with ties to the Cooper family.
Coopers directors met in Adelaide earlier this week and recommended shareholders reject Lion Nathan's $260 a share offer.


Guess the lawyers will do well out of this regardless.
Salut!
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Postby Wimmig » Friday Sep 09, 2005 2:17 am

gregb wrote:...and we the punters will be in to tell the retailer how unhappy we are about it all.


I hope you do! Always voice your opinion, but to somebody who can make a change. We can't.

It's all about profits at the end of the day. From our point of view, we have to maintain a "company" outlook (forced as it may well be) which is best for the long run.

It's a hard thing to have to say, but most of the beer products are not made for what consumers want. Products are made, and forced fed into consumers to tell them what they want.
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Postby NTRabbit » Friday Sep 09, 2005 3:21 am

In the unlikely event the takeover does occur, you could wonder where exactly Coopers would fit in - obviously by shifting the West End and Southwark production into Regency Park, Pale Ale production would be stepped down to help make room. Most of Coopers lesser selling products, including its Lagers, Dark Ale and possibly even its Stout, could quite possibly be cut completely so that the space could be taken up by the swill production lines.

The coopers label could end up being limited to nothing much more than Pale, Sparkling and Light, and the Light could very well end up being drawn from the same tank as West End Light - especially when you consider that LN already has a well established Ale producer in its stable in James Squire, who already have a decent lineup and no need to make room for someone else on their premises.
Het Witte Konijn
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Postby 111222333 » Saturday Sep 10, 2005 1:19 pm

i think a good point that must be reiterated, is that at best the cost of coopers products will stay the same. even if the new owners can cut production cost with a larger capitol, they would never cut profits. the average joe will still buy the same amout of coopers product for the same price regardless of ownership, so Lion Nathan has no reson to cut prices. that said, i believe the larger capitol and profits could drastically improve development/product quality, and maintain curent prices if Lion Nathan has a real interest in beer, not just money. some one some where in lion nathan must have started the company to brew beer, hopfully they are still around!

i guess we must wait and hope for the best

keep it reel
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Postby bottlebomber » Monday Sep 12, 2005 10:00 am

Wimming,
I assume you own Lion Nathan shares!
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Postby Wimmig » Monday Sep 12, 2005 9:46 pm

bottlebomber wrote:Wimming,
I assume you own Lion Nathan shares!


I am in no ownership of LN shares (although i wish i was). In the future, at least take the time to correctly spell any people you "call upon".
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Postby undercover1 » Friday Sep 16, 2005 1:43 pm

Not sure where this fits in- from the daily email I get from http://www.crikey.com.au , may not be on the website:
Old Adelaide spin and connections
By Stephen Mayne
The original source of the Coopers/Lion Nathan email in Crikey on Wednesday is Neal Cameron, operations manager at Miranda Wines, the Griffith winery business established by the Miranda family early last century. The Daily Telegraph first named him in this story last Saturday as the person who wrote the email and urged recipients to pass it on. Neal's email includes the following:
"With the family owned Coopers Brewery being the only remaining significant independent brewery left in Australia, to have it consumed by a corporate like Lion Nathan, turning 145 years of history into just another brand in a long list is an absolute tragedy. Please show your support for Coopers by buying a six-pack this weekend and consuming a beer that has been brewed by the same family for six generations. Either a Coopers Pale Ale or a Coopers Sparkling Ale will show you why this brewery must be saved."
Hang on a minute. Wasn't Miranda Wines taken over by that bigger corporate McGuigan Simeon a couple of years ago? As Operations Manager at Miranda at Griffith, Neal obviously doesn't see any problem with the nasty big corporate consuming years and years of family history at Miranda! No tragedy in that Neal?
Then again, Lion Nathan is controlled by a Japanese multinational brewer Kirin whereas McGuigan Simeon is still largely Australian-owned and, after recent troubles, is only capitalised at $468 million.


Hmmm.
Salut!
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Postby Paleman » Monday Sep 19, 2005 11:16 am

Wimmig wrote:
gregb wrote:...and we the punters will be in to tell the retailer how unhappy we are about it all.


I hope you do! Always voice your opinion, but to somebody who can make a change. We can't.

It's all about profits at the end of the day. From our point of view, we have to maintain a "company" outlook (forced as it may well be) which is best for the long run.

It's a hard thing to have to say, but most of the beer products are not made for what consumers want. Products are made, and forced fed into consumers to tell them what they want.


Wimmig, wrong...wrong, wrong !! Smart consumers, such as us, on a homebrew site...are not force fed...thats why we love our Coopers. And why we love our home brew, force fed indeed i think not !!!

Yes Coopers love to make a profit, they wouldnt exist otherwise. But take a sharp lefty.....cause they also love to look after the individual consumer, customer......( FRIEND ). I am testament to this.

Mr Big ( Lion Nathan ) would never give me the treatment Coopers has.

Its an INDIVIDUAL thing, and the masses are made up of individuals !! Lion Nathan...go and scavenge somewhere else....LEAVE us alone. :evil: :evil:
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Postby undercover1 » Monday Sep 19, 2005 12:35 pm

Did anyone else make a point of buying a six pack this weekend? I know I did.
Salut!
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Postby Oliver » Monday Sep 19, 2005 12:49 pm

undercover1 wrote:Did anyone else make a point of buying a six pack this weekend? I know I did.

Actually, I bought a longneck of Best Extra Stout and a slab of Original Pale Ale (not drunk in all one session though!). Plus I had a few pots of Pale on tap.

BTW, the Pale on tap was at the Railway Hotel in South Melbourne. It's a great, traditional pub, if you're looking for a no-pokies venue. It's run by the bloke who used to have the Builder's Arms in Fitzroy.

Hmmmm.
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Postby Tony » Monday Sep 19, 2005 4:55 pm

Yup. The only downside is my efforts at culturing up the dregs from Pale Ale. I'm nil from 3 at the moment :-(

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Postby grabman » Monday Sep 19, 2005 6:41 pm

sure did grab my sixer!! Pale Ale on a nice day is a great way to go!

Actually blind tested on a friend against my Coopers Pale Ale, he still prefers the real thing, but I was close!
Some people say I have a drinking Problem....
I drink, I get drunk, I fall over....
What's the problem?


http://www.brodiescastlebrewing.com/
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Postby tommo » Monday Sep 19, 2005 7:39 pm

hey grab,

wouldn't mind a crack at that Pale Ale recipe if you've a mind to post it :)

If it gets as close as you say i'll send you a bottle of mango beer :shock:

cheers

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Postby grabman » Monday Sep 19, 2005 9:28 pm

no worries tommo, it was a simple one too:

used Coopers Pale Ale tin, 1.5kg Muntons Pale Malt Extract, Coopers Yeast, made up to 20L
OG 1040
FG 1010
Took aroundf 10 days to finish, left it for 12 weeks befors drinking.

Grab
Last edited by grabman on Tuesday Sep 20, 2005 9:21 am, edited 1 time in total.
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Postby Dogger Dan » Tuesday Sep 20, 2005 3:01 am

I spent my 20 on a six of Sparkling

Plus two Coopers Canadian Blonde just to make sure the point was made

Dogger
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Postby db » Tuesday Sep 20, 2005 11:20 pm

i scored a case of my choice from work on friday arv.. & chose coopers pale :D

& a good weekend it was :wink:
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Coopers determined to barrel over Lion Nathan bid

Postby undercover1 » Thursday Sep 22, 2005 4:27 pm

Article from today's Australian, a bit long, but bear with it, it has stuff about a mad old lady's will, and the insider who is siding WITH Lion Nathan.
Coopers determined to barrel over Lion Nathan bid
September 22, 2005
IT'S difficult not to be cynical about the Coopers Brewery directors' role in the attempt to prevent Lion Nathan from acquiring the South Australian brewer, thereby denying shareholders the right to consider Lion Nathan's announced $352 million bid.
Yesterday, the Coopers board called an extraordinary shareholders meeting for October 19 to consider changes to the constitution to remove Lion Nathan's existing pre-emptive rights on share sales and to prevent Lion Nathan - as a competitor - from owning Coopers shares.
The constitution bans competitors from holding Coopers shares without the consent of the directors, but specifically exempts Lion Nathan. The requisition seeks to remove that exemption.
If this resolution were passed, Lion Nathan would need the consent of the Coopers directors to become a shareholder and the board has advised shareholders that "at this time" they don't intend to provide their consent.
That would mean that, effectively, Lion Nathan couldn't proceed with its bid, because it would be unable to acquire Coopers shares. The shareholder resolution amounts to a poison pill designed to make Coopers takeover-proof.
Changing the constitution is only possible because of a recent South Australian Supreme Court decision (on proceedings brought by Coopers) that control of Lion Nathan changed hands in 1998 when Japan's Kirin Breweries bought a 46 per cent stake.
Coopers's constitution provides that shareholders cannot pass a special resolution to remove any of Lion Nathan's rights, without the consent of Lion Nathan, but Lion Nathan loses that veto right on a change of control.
Significantly, the directors have decided not to make a recommendation on how shareholders should vote, but those who are shareholders support the attempt to prevent the Lion Nathan bid. They have told shareholders that - as shareholders - those directors who hold shares - Glenn Cooper (chairman), Tim Cooper (managing director) Bill Cooper and James Cooper - intend to vote in favour of the resolutions to prevent the Lion Nathan bid.
Between them, those directors own 14.2 per cent of Coopers. A former director, Max Cooper, owns a further 18.6 per cent, while it is suggested that, including like-minded relatives, the directors speak for more than 50 per cent of the capital of Coopers.

However, changes to the constitution require special resolutions that need the approval of 75 per cent of those holders who vote.
At least one significant shareholder, Mary Henderson, a member of the Cooper family, is likely to oppose the attempt to kill off the Lion Nathan bid. Henderson inherited 8.4 per cent of Coopers from her late aunt, Phyliss Rondahl, and wants to accept the Lion Nathan offer, but is involved in litigation over the will with other members of the Cooper family, including Tim and Max.
Mrs Rondahl died in 2002 and left control of her estate to Executors Trustee Australia. Under a will made in 1993, she left sole control of her Coopers shares to Mrs Henderson. That will is in dispute, with claims that Mrs Rondahl was suffering a mental illness at the time. An earlier will was made in 1992 under which the shareholding was to be split between Mrs Henderson and other Cooper family members.
It must be expected that Lion Nathan won't submit meekly to this cynical exercise. One possibility is that it may seek to injunct the holding of the meeting, particularly as it has an appeal that, if successful, would prevent shareholders from removing its rights under the constitution.
Another possibility could be to take the issue to the panel, perhaps arguing that it constituted frustrating action designed to defeat a takeover offer.
The requisitionists haven't been named, but it's suggested there are three, and none is a director.
Maybe, but are they like-minded shareholders well known to those directors who are members of the Coopers family?

The directors would no doubt argue that, having received the requisition, they had no alternative than to call a meeting. The Corporations Act provides that a shareholder meeting must be held within two months of the requisition, but there have been cases where companies have successfully applied to the courts to defer such meetings until a later date.
As shareholders, directors are entitled to act in their own interests, but as directors they have a fiduciary duty to the company and the shareholders.
In the context of a takeover offer - at a bid price almost six times the last known price at which Coopers shares have traded - it's arguable that the directors should be concerned to allow the bid to proceed and be considered on its merits.

There's no doubt where the sympathies of the majority of the board lie, because as shareholders they intend to vote to kill off the Lion Nathan bid. The Coopers camp argues that it would have been inappropriate for the directors to recommend in favour of the proposals, because it would mean that not only the present Lion Nathan offer, but any sweetened offer, would be killed off.
That highlights the conflict of interest which those directors have. It's equally open to conclude that they weren't prepared to recommend that shareholders support the proposals, because it's difficult to see how that would fulfill their fiduciary duty.
Of course, Coopers can argue that shareholders should be able to vote whether or not they want to have the ability to consider the Lion Nathan bid.
It's not clear when the requisition was lodged, but it wouldn't have been until after the September 2 court decision, so Coopers is waiting the full statutory two months. Interestingly, earlier this week Coopers convinced a South Australian Supreme Court judge to expedite Lion Nathan's appeal.
Coopers is seeking to have the case heard early next month, but even if it succeeds it's unlikely the decision will have been handed down before the meeting, which means shareholders would be voting on removing Lion Nathan rights before the court has decided whether they can do so.

It all smacks of indecent haste.

Lion Nathan has not yet served its bidder's statement but must do so by October 19, coincidentally (or is it?), the day the meeting will be held. That means shareholders would be voting before the Coopers directors have to issue the target's statement containing their recommendations, and the reasons for them.
While it is claimed that the initiative for the poison pill came from shareholders, and not from the company or the board, it's hard not to see the hand of Coopers in all this. For a start there is Coopers's action in seeking to expedite the appeal.
Moreover, the requisition is very detailed, proposing 29 constitutional changes. And Coopers said nothing about the requisition until it had set the meeting date and compiled an explanatory memorandum, in which it let shareholders know that those directors who had shares would vote to kill off the Lion Nathan bid, which could be regarded as a de factor recommendation.
There are two Coopers directors who don't own shares: Cameron Pearce, a nominee for Max Cooper and who has links to the family; and David Kingston, a director of Rothschilds, which happens to be advising Coopers.
Coopers is being advised by South Australian law firm Piper Alderman. It's known that Ewen Crouch of Allens is separately providing advice to those directors who wish it. Kingston is one.

There's nothing to suggest he disagrees with holding a meeting aimed at pre-empting the Lion Nathan bid, rather than seeking to defer it until after shareholders have been able to consider whether or not to accept, but if that's the case it's disappointing.

Salut!
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Postby DoubleChevron » Friday Sep 23, 2005 12:07 pm

I don't get it, why are some of you guys trying to justify Coopers being sold off.

I feel the same for every 'niche' Australian company that manages to compete with big bussiness. As soon as they start to get a few sales away from the "Big Guys" they try to buy them out .... :evil: :twisted:

There is very few AUSSIE OWNED and AUSSIE MADE products out there, why would anyone in there right mind want to sell out one of the few that are left. Profits and jobs stay here in Australia ... How could anything be better than that ... Especially when it's such a bloody good product.

The "Big Guys" of big bussiness are even pushing are farmers off the land by buying in Oranges and produce from overseas ..... Just read the label on anything supplied by supposed "Australian owned" icons now that are owned by big multi-national companies ... "product of Thailand, Product of China, Imported Ingrediants" etc, etc, etc...... Lets keep this one in Aussie hands ...

Which reminds me, I have some Canadian Blonde that needs bottling :lol:

seeya,
Shane L.
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Postby undercover1 » Friday Sep 23, 2005 1:19 pm

Shane,
As someone who is opposed to the sale of Coopers on a very basic level, can I just note:
I feel the same for every 'niche' Australian company that manages to compete with big bussiness. As soon as they start to get a few sales away from the "Big Guys" they try to buy them out ....
- can you give us an example of an unwanted take over like this? Most of them seem to happen because local interest wanes, profits fall, & the Australian company becomes vulnerable. ANd I don't think you can say Coopers isn't a big business anyway.
The "Big Guys" of big bussiness are even pushing are farmers off the land
Why should farmers be immune to the demands of the marketplace? Yes I try to buy Australian, but if the import is of as good a quality but cheaper, why shouldn't the consumer have the choice? (Bear this last point in mind, because it's at the heart of my issues with this takeover.)
Lets keep this one in Aussie hands
To what end? For what reason? Because it's some sort of icon? So is VB. And still it's not as popular as cheap & nasty RTDs.
And let's not forget that foreign involvement hasn't stopped, say, Holden (part of General Motors) from being seen as a symbol of Australia.
For me, the reason that Lion Nathan shouldn't get to own Coopers is simple- they will f--- up the beer.
Salut!
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