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Heineken Seals Deal for Femsa Beer Business

http://online.wsj.com/article/SB1000142405274870365210457465...

Dutch Brewer Beats Out SABMiller to Acquire Mexican Unit for $5.4 Billion, Providing a Foothold in Latin America

By DAVID KESMODEL and DANA CIMILLUCA

Heineken NV's $5.4 billion deal to buy the beer unit of Mexican drinks-and-retail giant Femsa gives the Dutch brewer a foothold in Latin America, reducing its reliance on slower-growth European markets.

The all-stock transaction will put the Heineken and Newcastle Brown Ale brands under the same roof as Tecate, Dos Equis and Bohemia. With the pact, Heineken becomes the No. 2 brewer in Mexico and bolsters its presence in Brazil and the U.S. Heineken also will assume $2.1 billion of debt.

Femsa will get a 20% stake in Heineken under the deal and Femsa representatives get two seats on Heineken's supervisory board.

Jean-François van Boxmeer, Heineken's chief executive, said he slept with a laptop and mobile phone next to his bed over the holidays to help secure an agreement, working part of the time from a vacation on the island of Mauritius.

Heineken triumphed over rival bidder SABMiller PLC just before Christmas, when Heineken entered exclusive negotiations with Femsa that were to have lasted through this week, people familiar with the matter said.

"It is really a transformational deal for Heineken.," Mr. van Boxmeer said in a phone interview Monday. "It opens up a very big opportunity for us in the Americas."

Other brewers took a look at the Femsa business, but SABMiller had been expected by many observers to win the auction of Monterrey-based Femsa Cerveza. In the end, the U.K. brewer was hampered by its reluctance to take on Femsa Cerveza's Brazilian operations, people familiar with the matter said.

Previous alliances between Heineken and the beer unit of Fomento Económico Mexicano SAB, as Femsa is formally, known contributed to the deal. "We have a lot of common views in how we operate," Mr. van Boxmeer said. Both Femsa and Heineken are family-controlled companies.

Heineken Chief Executive Jean-Francois van Boxmeer said he worked on an agreement while on vacation.

The combination will mean that Heineken will get 24% of its profits from its Americas region and about 40% of its operating profits from emerging markets, up from 32% currently.

Analysts say Heineken will face a difficult task in trying to improve Femsa's beer business in Mexico, where it has 43% market share by volume but has lost ground to larger rival and Corona producer Grupo Modelo SAB.

Mr. van Boxmeer said Heineken "will not be obsessed" with trying to boost sales volumes in Mexico, but instead will focus on increasing revenue and profit. Heineken plans to expand sales of its Heineken brand—tiny in Mexico—through the deal.

Heineken, the world's No. 3 brewer by sales volume, secured a 10-year exclusivity agreement with Femsa that enables it to sell beer in Femsa's Oxxo, Mexico's largest convenience-store chain.

According to people familiar with the matter, SABMiller had no interest in Femsa's Brazilian arm, known as Femsa Cerveza Brazil, which faces stiff competition from Anheuser-Busch InBev NV. Heineken, by contrast, already owns a stake in the Brazilian operation.

Heineken shares rose 3.3% in Amsterdam. In contrast, Femsa's American depositary receipts plummeted more than 13% on the New York Stock Exchange as the deal disappointed investors who had bid up the stock over the past few months.

Credit Suisse Group and Citigroup Inc. advised Heineken on the deal; Rothschild, Allen & Co. and Rebecca Miller advised Femsa.

A wave of consolidation in the global beer market that culminated in the November 2008 purchase of Anheuser-Busch Cos. by Brazilian-Belgian InBev NV for about $52 billion has put pressure on smaller brewers to find larger homes.

Photo: Heineken Chief Executive Jean-Francois van Boxmeer

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