Here it is.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 ...
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.
