Foster’s CEO Spurning SABMiller Remains Open to ‘Sensible’ Takeover Talks

Foster’s Group Ltd. (FGL), Australia’s biggest brewer, is open to discussing a “sensible” bid with SABMiller Plc (SAB) after refusing to enter detailed negotiations on the U.K. company’s hostile A$9.5 billion ($10 billion) offer.

“We are open to conversation with any sensible bid and our shareholders understand that,” Chief Executive Officer John Pollaers said in an interview with Bloomberg Television, without elaborating. “We’ve had support from our shareholders, in fact all of our shareholders, that it was the right thing.”

Foster’s, the world’s most profitable independent major brewer, will return at least A$500 million to investors as it resists SABMiller’s bid, which it has rejected as too low. Pollaers yesterday announced plans to cut costs by A$55 million and boost earnings at the maker of Australia’s Victoria Bitter.

“Pollaers is just trying to turn the heat back on SAB,” said Julian Chillingworth, who helps manage 16 billion pounds ($26.4 billion) including SABMiller shares at Rathbone Brothers Plc in London. “We’re into the holding pattern in a bid. If I were in SAB’s position, I wouldn’t force it along too much. If we have choppy markets, as we do, that plays well for SAB.”

An external spokesman for SABMiller, the world’s second- biggest brewer by volume, couldn’t comment on the CEO’s remarks.

Higher Offer?

The maker of Miller Lite and Grolsch took its cash offer directly to Foster’s stockholders on Aug. 17 after the Melbourne-based brewer rejected requests for “engagement” more than two months ago. SABMiller may have to raise the offer to A$5.20, according to the median estimate of 13 analysts surveyed by Bloomberg News last week. That’s 10 Australian cents a share lower than estimated in a June survey.

Chillingworth said he expects SABMiller to raise the bid, though he wouldn’t want the bidder to pay more than 14 times earnings before interest, tax, depreciation and amortization. SABMiller said in June the offer valued Foster’s at about 12.5 times Ebitda, and stuck by that valuation last week.

Foster’s fell 0.6 percent to A$4.96 at the 4:10 p.m. close of Sydney trading, or 6 Australian cents above SABMiller’s A$4.90 a share offer. It gained 1.8 percent yesterday after announcing the potential capital return to shareholders. The stock has closed as high as A$5.21 a share since SABMiller’s first approach on June 21 before falling to as low as A$4.66.

“On the point of engagement -- we did engage and we said it significantly undervalues the business,” Pollaers said. “If we play the right long-term game and get it right in the short term, then the value is going to be there and it’s recognized by shareholders.”

Market Share

The return to investors will be through a share buyback or capital reduction this financial year and may be increased depending on market conditions, he said. Foster’s in July said it will get A$390 million in cash refunds and interest after winning a dispute with the Australian Commissioner of Taxation.

SABMiller said it will cut its offer by any dividends paid out. Foster’s will pay a second-half dividend of 13.25 Australian cents. SAB shares rose 2.1 percent in London trading yesterday. They’re down about 7.5 percent this year.

Pollaers said he plans to use part of his new cost-savings program to increase advertising and promotion of brands, a strategy that helped stem market-share loss in the 12 months ended June. Foster’s share of the Australian beer market has fallen to less than 50 percent from about 55 percent in 2005, as consumers shifted to craft brews and pre-mixed spirit drinks. The slide has eased and the company is holding at the same level as a year ago, it said yesterday.

Wine Writedowns

Foster’s is cutting 145 jobs, or about 2 percent of its total, according to Bloomberg data, and will review its “asset footprint,” including breweries and distribution network, which should be concluded within six months, the CEO said.

Foster’s is targeting “mid-single-digit” sales growth in the current year with earnings before interest and tax to rise faster than revenue, the company said, without providing a more specific forecast.

Pollaers has been CEO of Foster’s since it completed the spinoff of Treasury Wine Estates Ltd. in May, ending a 15-year involvement in wine that cost more than A$8 billion to build and resulted in about A$3 billion of writedowns.

The company’s A$89 million net loss reported yesterday included A$1.2 billion of charges related to the wine assets, including transaction costs and foreign currency reserves. Excluding items, profit for the year was A$495 million, compared with the A$494 million median estimate of three analysts surveyed by Bloomberg News. Earnings before interest and tax from Australian brewing fell 6.2 percent to A$847.8 million, the company said.

Reviving Growth

Foster’s domestic beer operating profit margin, or earnings before interest and tax as a proportion of sales, fell to 38 percent compared with 38.7 percent a year earlier. That’s higher than the 30.8 percent at Anheuser-Busch InBev NV, the world’s biggest brewer, in the year ended December, and the 23.5 percent of SABMiller in the year ended March, according to data compiled by Bloomberg.

Pollaers is betting that spending more on promoting brands and cutting production costs will revive growth.

“I certainly didn’t join the group for it to be sold,” Pollaers told reporters on a conference call yesterday. “Our commitment is to turn this business around.”

To contact the reporter on this story: Robert Fenner in Melbourne at rfenner@bloomberg.net

To contact the editors responsible for this story: Frank Longid at flongid@bloomberg.net; Celeste Perri at cperri@bloomberg.net

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