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Koninklijke Grolsch N.V & (SAB)

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Monday 19 November, 2007

Koninklijke Grolsch N.V &

Koninklijke Grolsch N.V. Supports SABMiller plc...





ENSCHEDE, the Netherlands and WOKING,  England, November 19 /PRNewswire/ --    
This is a joint press release by SABMiller plc ("SABMiller") and 
Koninklijke Grolsch N.V. ("Grolsch") pursuant to the provisions of Section 5 
paragraph 1 and section 7 paragraph 4 of the Dutch Decree on Public Takeover 
Bids (Besluit openbare biedingen Wft). This announcement is not for release,
publication or distribution, in whole or in part, in or into the United
States, Canada, Australia, Japan or Italy. This announcement and related 
materials do not constitute an offer for (depository receipts of) shares in 
Grolsch (the "Shares"), but constitute notice that a conditional agreement 
has been reached between SABMiller and Grolsch on the terms of a recommended 
offer to be made by SABMiller.



    - SABMiller intends to make an offer of EUR48.25 per Share for
100% of the outstanding Shares of Grolsch. This Offer represents an 84.3%
premium to Grolsch's average closing share price over the last month and a
total consideration of EUR816 million;



    - Grolsch is an iconic Dutch brand whose rich Northern
European heritage and premium positioning will complement and further build
SABMiller's existing international brand portfolio;



    - SABMiller sees significant additional potential for the
Grolsch brand across Africa and Latin America, where the premium segment is
still in its infancy, and in the more developed markets of Central and
Eastern Europe;



    - SABMiller anticipates that production volumes at the modern
Enschede brewery will increase following the transaction;



    - The Management and Supervisory Boards of Grolsch unanimously
support the intended Offer although they did not seek a takeover approach;



    - An irrevocable undertaking has been entered into by
Stichting NBC on behalf of certain shareholders (the "Committed
Shareholders") and SABMiller to tender the Shares held by the Committed
Shareholders, representing some 37% of the outstanding Shares; and



    - The acquisition will be marked by the establishment of an
employee fund of EUR8 million.



    SABMiller (SAB.L) and Grolsch (GROL) today announced that they have
reached conditional agreement regarding the making, by SABMiller, of a fully
financed, public cash offer to acquire all the outstanding Shares of Grolsch
The offer price of EUR48.25 per Share of Grolsch (the "Offer"), represents a
premium of 84.3% to the average closing price of Grolsch's Shares over the
last month. No further dividends are expected to be declared prior to the
completion of this Offer. The Offer values 100% of the issued and outstanding
Shares of Grolsch at approximately EUR816 million.



    Grolsch is an iconic Dutch beer brand with almost 400 years of brewing
heritage and a strong position in the Netherlands. It is positioned as a true
Dutch beer brewed to an original recipe which is now complemented by 21st
century production processes and innovative packaging. In addition to Grolsch
Premium Pilsner, which accounts for over 90% of its portfolio, Grolsch also
has a number of attractive brand variants including Grolsch Premium Weizen,
Spring Bock and Autumn Bock as well as the Amsterdam brand.



    Grolsch's provenance, unique taste profile and existing premium
positioning will play a highly complementary role in SABMiller's
international brand portfolio and better position SABMiller to grow market
share in the fastest growing segment of the global beer market. The SABMiller
group has the scale and reach to grow the Grolsch brand internationally via
its operations which span more than 60 countries, across six continents.
SABMiller's global footprint provides opportunities to take the Grolsch brand
into new geographies, particularly in developing markets where, historically,
quality Northern European brands have often established the premium segment.
SABMiller sees significant potential across Africa and Latin America, where
the premium segment is still in its infancy, and in the more developed
markets of Central and Eastern Europe. South Africa represents a key
opportunity and with the addition of Grolsch, SABMiller will have a
particularly strong portfolio of highly differentiated premium brands in that
market. No change to the existing distribution agreements for the brand in
the USA, UK, Canada, Australia and certain smaller markets is anticipated at
this time.



    In 2004 Grolsch completed the construction of a state of the art c. 3.8
million hectolitre brewery. This brewery has sufficient capacity to
accommodate significant international growth of the Grolsch brand while also
providing an opportunity for SABMiller to brew its own international brands
for sale in the Netherlands and for export to key markets.



    Grolsch has a proven track record of innovation and operating excellence
and this is expected to provide reciprocal opportunities for the sharing of
best operating practice between the two companies. By leveraging these
opportunities and enhancing the prospects for Grolsch both in its home
market, across Europe and around the world, the combination of Grolsch with
SABMiller is expected to benefit all of Grolsch's stakeholders. SABMiller has
committed to guarantee the employment terms and pension rights of Grolsch's
employees and will seek to increase production levels at the Enschede
brewery.



    The Supervisory Board and Management Board of Grolsch unanimously support
the intended Offer and, after taking into account the interests of all
stakeholders, including Grolsch's shareholders and employees, will recommend
that shareholders accept the Offer when made. The Offer is also fully
supported by Committed Shareholders that hold over 37% of the issued and
outstanding Shares of Grolsch. The Committed Shareholders have signed an
irrevocable undertaking to tender their shares to SABMiller if the intended
Offer is made. The irrevocable contains certain customary undertakings and
conditions including that the Committed Shareholders will only tender their
Shares to a third party offeror at a price of at least 7.5% above the Offer
price. SABMiller will have the right to match any bona fide competing offer.



    Commenting on the transaction, Graham Mackay, Chief Executive of
SABMiller, said: "Grolsch will provide SABMiller with a powerful addition to
its international brand portfolio. Within the SABMiller family Grolsch will
continue to build on almost 400 years of brewing heritage, and together we
will establish new positions in the most important emerging beer markets
around the world. Both companies share a passion for the brewing tradition,
and we are delighted to be part of this new chapter in Grolsch's
development."



    Commenting on the transaction, Ab Pasman, Chief Executive of Grolsch,
said: "In addition to financial considerations it was important for us to
give a lot of attention to the interests of our employees, customers and our
home region. We were doing a good job executing our independent strategy.
When we were asked to consider SABMiller's proposal the key question was if
greater value could be achieved than through our own existing strategy. Since
this appeared to be the case we entered into discussions and we believe that
SABMiller's intended Offer delivers benefits to all of our stakeholders.. We
look forward to continuing to build our position as a premium brand within
the new family."



Employee fund

    Following the request of the Supervisory and Management Boards of Grolsch
an employee fund worth EUR8 million will be established to mark the planned
acquisition.



Offer Process

    SABMiller and Grolsch expect to reach full agreement regarding the final
Offering Memorandum shortly. When made, the Offer will be subject to
customary conditions, including an acceptance threshold of at least 75% per
cent of the outstanding Shares of Grolsch. SABMiller requires permission of
the Management and Supervisory Boards of Grolsch in order to declare the
public offer unconditional in the situation that less than 66.7% of the
outstanding Shares have been tendered, committed and acquired. In the event
that the Offer is declared unconditional and less than 95% of the total share
capital is acquired, SABMiller intends to utilize available legal measures
(for example a legal merger and squeeze out) in order to increase their
ownership to 100% of the total share capital. The offer will not be subject
to regulatory clearances.



    The Offering Memorandum is expected to be published in early January
2008. Following the publication of the Offering Memorandum, Grolsch will
convene an extraordinary general meeting of shareholders to inform its
shareholders about the Offer and to approve certain customary resolutions
that are to be adopted as a condition to the Offer.



    The Netherlands Authority for the Financial Markets (Autoriteit
Financiƫle Markten) and the Social-Economic Council (Sociaal Economische
Raad), and the relevant anti-trust authorities have been or will be informed.
The relevant trade unions will be duly notified. The works council of Grolsch
will be requested for advice.



Advisers

    ABN AMRO Bank is acting as financial adviser to SABMiller. Stibbe is
acting as legal adviser to SABMiller.



    Fortis is acting as financial adviser to Grolsch. De Brauw Blackstone
Westbroek is acting as legal adviser to Grolsch.



Overview of SABMiller

    SABMiller plc is one of the world's largest brewers with brewing
interests or distribution agreements in over 60 countries across six
continents. The group's brands include premium international beers such as
Miller Genuine Draft, Peroni Nastro Azzurro and Pilsner Urquell, as well as
an exceptional range of market leading local brands. Outside the USA,
SABMiller plc is also one of the largest bottlers of Coca-Cola products in
the world. In the year ended 31 March 2007, the group reported US$3,154
million adjusted pre-tax profit and revenue of US$18,620 million. SABMiller
plc is listed on the London and Johannesburg stock exchanges.



    For more information on SABMiller plc, visit the company's website:
http://www.sabmiller.com.



Overview of Grolsch

    Grolsch is a listed company with a rich tradition that goes back to 1615.
The focal point of Grolsch's commercial activities lie in the Netherlands,
Grolsch's historic home market. However, important international markets for
Grolsch include the United Kingdom, the United States of America, Canada,
France, Australia and New Zealand. Grolsch is focused on targeting the
premium segment with the Grolsch brand as its main product.



    In the year to 31 December, 2006, Grolsch reported turnover of EUR317.6
million and net profit of EUR19.2 million. Total worldwide sales volumes were
3.2 million hectoliters (hls), comprising 1.6 million hls of domestic volumes
in the Netherlands, and 1.6 million of international volumes. Grolsch has
approximately a 15% market share in the Netherlands, where it operates from
one brewery in Enschede. Its main domestic brands include Grolsch Premium
Pilsner, which represents approximately 90% of total volumes in the
Netherlands. Grolsch achieves approximately 80% of its international sales
volumes in the UK, the United States, Canada, France, Australia and New
Zealand through a network of alliances.



    For more information on Grolsch N.V., visit the company's website:
http://www.grolsch.com.



    This announcement is for information only and does not
constitute an offer or an invitation to acquire or dispose of any securities
or investment advice or an inducement to enter into investment activity. This
announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire the securities of SABMiller or
Grolsch (the "Companies") in any jurisdiction.



    The distribution of this announcement may be restricted by
law. Persons into whose possession this announcement comes are required by
the Companies to inform themselves about and to observe any such
restrictions.



Forward-Looking Statements

    This press release includes "forward-looking statements" and language
indicating trends, such as "anticipated" and "expected" Although the
Companies believe that the assumptions upon which their respective financial
information and their respective forward-looking statements are based are
reasonable, they can give no assurance that these assumptions will prove to
be correct. Important factors that could cause actual results to differ
materially from the Companies' projections and expectations are disclosed in
Grolsch's annual report for the year ended 31 December 2006 and in other
documents which are available on Grolsch's website at http://www.grolsch.com
and in SABMiller's annual report and accounts for the year ended 31 March
2007 and in other documents which are available on SABMiller's website at
http://www.SABMiller.com. These factors include, among others, changes in
consumer preferences and product trends; price discounting by major
competitors; failure to realize anticipated results from synergy initiatives;
failure to obtain regulatory consents or other third party approvals; and
increases in costs generally. All forward-looking statements in this press
release are expressly qualified by such cautionary statements and by
reference to the underlying assumptions. Neither SABMiller nor Grolsch
undertakes to update forward-looking statements relating to their respective
businesses, whether as a result of new information, future events or
otherwise. Neither SABMiller nor Grolsch accepts any responsibility for any
financial information contained in this press release relating to the
business or operations or results or financial condition of the other or
their respective groups.



    This announcement and a video interview with SABMiller management are
available on the SABMiller plc website at http://www.sabmiller.com.



    High resolution images are available for the media to view and download
free of charge from http://www.newscast.co.uk



PRN NLD