Princes Group Regulatory News (PRN)

6 Jun 2005 16:59

Pernod-Ricard SA06 June 2005 Not for release, publication or distribution, in whole or in part, in or into or from, Australia, Canada or Japan Pernod Ricard S.A. announces the sale of Bushmills and the granting of an option to acquire the majority of Montana including an exclusivity agreement with Diageo plc in relation to the acquisition of Allied Domecq plc Paris, 6 June 2005 - Pernod Ricard S.A. announces the signing of the sale of The"Old Bushmills" Distillery Company Limited ("Bushmills") including the "Bushmills" Irish whiskey brand and the granting of an option to acquire themajority of Montana's New Zealand wine business following Pernod Ricard'sacquisition of Allied Domecq plc ("Allied Domecq") including an exclusivityagreement with Diageo plc ("Diageo") in relation to the acquisition of AlliedDomecq. The agreed expected purchase price of Bushmills is approximately €295 million,based on 14 x the direct brand contribution ("DBC") of Bushmills for the year to31 December 2004. Under the option relating to Montana, Diageo would acquire themajority of Montana's New Zealand wine business. If exercised, Diageo wouldacquire all of the Montana business with the exception of the Corbans,Stoneleigh and Church Road wine brands and related assets which would beretained by Pernod Ricard. The option has an exercise price equivalent to 11 xDBC of the brands which Diageo is entitled to acquire. The agreed purchase priceis, therefore, expected to be approximately €469 million. The transactions, which are conditional on the completion of Pernod Ricard'sproposed acquisition of Allied Domecq, are subject to the approval of therelevant regulatory authorities and other normal conditions. The Bushmillstransaction and, if the option is exercised, the Montana transaction areexpected to close by the end of 2005 or early 2006. Diageo has also undertaken to Pernod Ricard not to enter into discussions withany third party in connection with a potential acquisition of shares in, orassets or businesses currently held by, Allied Domecq or a merger of AlliedDomecq's group with any other entity. These undertakings will fall away ifPernod Ricard ceases to pursue its acquisition of Allied Domecq. Further information on the transaction with Diageo and its impact on PernodRicard will be provided in a document to be registered with the French "Autoritedes Marches Financiers" as a supplement to the Document E published by PernodRicard on 25 May 2005. In addition, in order to prepare the supplement and togive Pernod Ricard's shareholders sufficient time to review it, the PernodRicard Extraordinary General Meeting currently scheduled for 20 June 2005 willbe adjourned and reconvened for 30 June 2005. Pernod Ricard is pleased to have reached agreement on the terms of thistransaction which provides Bushmills with the opportunity to grow under theownership of Diageo while enabling Pernod Ricard to continue to focus on Jamesonas its key brand in the Irish whiskey category. Assuming exercise by Diageo ofthe Montana option, Pernod Ricard will retain attractive New Zealand wine brandswhich are complementary to its existing wine business. Patrick Ricard, Chairman and Chief Executive Officer of Pernod Ricard, said: "I am very pleased with this agreement which is good for the two companies andunderpins the confidence which both we and Diageo have in the success of PernodRicard's recommended offer for Allied Domecq." For more information, please contact: Francisco de la VEGA, Communications VP Tel: +33 (0)1 41 00 40 96 Patrick de BORREDON, Investor Relations VP Tel: +33 (0)1 41 00 41 71 Florence TARON, Press Relations Manager Tel: +33 (0)1 41 00 40 88 Chris BARRIE, Citigate Dewe Rogerson Tel: +44 (0)20 7638 9571/+44 (0)7968 727 289 The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about, and observe, such restrictions. Any failure tocomply with the restrictions may constitute a violation of the securities lawsof any such jurisdiction. This announcement does not constitute an offer for sale of securities or aninvitation to purchase or subscribe for any securities or a solicitation of anoffer to buy any securities pursuant to the announcement or otherwise in anyjurisdiction in which such offer or solicitation is unlawful. The new Pernod Ricard shares to be issued to the Allied Domecq shareholderspursuant to Allied Domecq's Scheme of Arrangement are not and will not beregistered pursuant to the Securities Act of 1933 or any other US regulationsapplicable to securities. The new Pernod Ricard shares will be issued pursuantto a registration exemption provided by Article 3(a)10 of the Securities Act. This information is provided by RNS The company news service from the London Stock Exchange