Sleeman Breweries Ltd.
TSX : ALE

Sleeman Breweries Ltd.
Sapporo Breweries Ltd.

Sapporo Breweries Ltd.

August 11, 2006 18:22 ET

Sapporo Announces Cash Offer of C$17.50 Per Share for Sleeman

TORONTO, ONTARIO--(CCNMatthews - Aug. 11, 2006) - Sapporo Breweries Ltd. ("Sapporo")(TSE:2501) and Sleeman Breweries Ltd. ("Sleeman")(TSX:ALE) announced today that Sapporo has agreed to make a fully financed offer to acquire all of the issued and outstanding common shares of Sleeman at a cash price of C$17.50 per common share (the "Offer"). The cash consideration represents a 50% premium over the closing share price on May 11, 2006, the day prior to Sleeman's announcement of its Board's decision to initiate a review of strategic options and an 18% premium to today's closing price. The Offer represents an aggregate value for Sleeman, including assumed debt, of approximately C$400 million.

The Board of Directors of Sleeman has unanimously determined that the Offer is fair and will recommend that Sleeman shareholders accept the Offer. In addition, BMO Capital Markets has provided an opinion that the consideration under the Offer is fair, from a financial point of view, to the shareholders of Sleeman.

John Sleeman has agreed to irrevocably tender all of his shares to the Offer.

"In Sapporo's offer, we not only received fair value for shareholders, but confidence that Sleeman has an owner with the financial resources and track record to continue to grow and build Sleeman's national portfolio of premium brands. This transaction will allow Sleeman to be more competitive in the premium beer category and continue to build the business. Today's announcement also provides a strong future for both Sleeman employees and Sleeman brands," said John Sleeman, Chairman and CEO of Sleeman Breweries Ltd.

Sapporo Managing Director, Nobuhiro Hashiba commented on the business combination, stating: "This exciting transaction is an important step for Sapporo Breweries. We have developed a strong relationship with Sleeman through our contract brewing arrangement and this acquisition enables Sapporo to continue to expand Sleeman's quality brewing heritage. Sleeman has a highly skilled workforce, a strong portfolio of brands, good brewing facilities, and a coast to coast sales, marketing and distribution network, all of which provide excellent growth opportunities over the long term."

A takeover-bid circular, containing the terms of the Offer, will be mailed to Sleeman shareholders together with a Sleeman Board of Directors' Circular and other related documents in connection with the Offer ("Offering Documents"). The Offering Documents are expected to be mailed in late August.

The Offer will be subject to customary conditions including: acceptance of the Offer by Sleeman shareholders owning not less than 66 2/3% of the Sleeman common shares on a fully diluted basis, Investment Canada Act approval, and there being no material adverse changes with respect to Sleeman. The transaction is expected to close by mid-October 2006.

Sleeman has entered into a Support Agreement with Sapporo that provides for, among other things, a non-solicitation covenant on the part of Sleeman, a right in favour of Sapporo to match any competing offers, and the payment of a non-completion fee of C$8.5 million under certain circumstances.

BMO Capital Markets is acting as exclusive financial advisor to Sleeman and Credit Suisse is acting as exclusive financial advisor to Sapporo.

Investor Call

A conference call with senior management of Sleeman Breweries Limited for the investment community has been scheduled for Monday August 14th, 2006 at 11:30am ET. This call will be for analysts and investors, however members of the media are welcome to listen in. The dial in numbers are .416 641-6105 and 866 226-1799. The conference call will also be available via live audio webcast at www.sleeman.ca.

About Sleeman (TSX:ALE)

Sleeman Breweries Ltd. is the leading brewer and distributor of premium beer in Canada and the third largest brewing company nation-wide. The company has supplemented its core Sleeman brands, which are available in every province, with a family of exceptional regional brands. These include Okanagan Spring and Shaftebury in British Columbia and Alberta, Upper Canada in Ontario, Unibroue and Seigneuriale in Quebec and Maritime Beer in Atlantic Canada. Sleeman entered the rapidly growing value price category in 1999 by acquiring the Stroh portfolio brands in Canada. The company markets and/or distributes world class imported products such as Guinness, Grolsch, Samuel Adams, Scottish & Newcastle, Sol, Sapporo, and Pilsner Urquell, and provides contract production for Japan's Sapporo Breweries products. The company's products are also available in selected international markets.

About Sapporo

Sapporo Holdings Limited is a Japanese holding company with an enterprise value of C$4.3 billion that is active in four business segments. Its Alcohol segment is engaged in the manufacture and sale of beer, sparkling liquor, wine, brandy and others. The Company manufactures alcohol products including Sapporo Draft Beer, Yebisu Beer and Draft One. The company distributes Guinness, Yellow Tail and Beringer in Japan. The Beverage segment manufactures and sells beverages, such as tea, mineral water, coffee, carbonated drinks, fruit juice, health drinks, sports drinks and others. It distributes Ocean Spray Cranberry in Japan. Its Restaurant segment is involved in the operation of beer parlors and restaurants under the store name Ginza Lion. The Real Estate segment is engaged in the operation and management of complex facilities that contains offices, housing, restaurants, and commercial and cultural facilities under the name Yebisu Garden Place, in addition to commercial and amusement complex facilities.

Contact Information

  • Sleeman Breweries Ltd.
    Investor/Media Relations:
    John Sleeman, Chairman & CEO
    (519) 826-5480
    www.sleeman.ca