Takeover without stealth

Japanese mega-brewer Kirin is making a takeover offer for Lion Nathan, in which it already owns a 46 per cent interest. The long-expected bid comes after Lion mangled an attempt to stave-off acquisition through a failed merger of its own with Coca-Cola Amatil (Lion left parched, February 9). Lion withdrew its merger proposal with the Australian bottling company after Kirin in Tokyo and The Coca Cola Company in Atlanta effectively told the companies it was off. While neither Kirin nor TCCC owns majority stakes in either company, their control is undoubted, especially in the case of CCA and TCCC.

Although Lion's offer for CCA was made at a 30 per cent premium to its then trading price, it was only at 10.5 times earnings compared with Asahi's valuation of Schweppes at 15 times.

Not many details have been forthcoming, but we can certainly expect long-term advisor Caliburn to be involved. A team from the investment bank, led by Ron Malek, Roger Feletto and Bryan Pearson, advised Lion on its bid for CCA, facing a Macquarie team led by Robin Bishop on the other side of the table. Caliburn also has knowledge of the major shareholder, with Caliburn's Roger Feletto and Ron Malek having advised Kirin on its purchase of National Foods, of which it holds 100 per cent.

JPMorgan and Deutsche Bank may also be involved. A JPMorgan team headed by Grant Dempsey advised Kirin in regards to Lion's play for CCA, while Deutsche Bank provided market advice. A JPMorgan team led by Christian Lunny also advised Danone on its recent sale of Frucor to rival Japanese mega-drinks firm Suntory.

Mallesons Stephen Jaques has also worked with the Lion team, while Blake Dawson has done legal work for Kirin.

That we know this much is strange, because if you take Lion's notice to the ASX this morning literally, it's as if nobody is supposed to know anything.

"Lion Nathan requests an immediate trading halt be granted by the ASX with respect to Lion's ordinary shares in order to permit confidential discussions between Lion and Kirin Holdings Company to occur following a confidential approach by Kirin which was received by Lion after close of trading on Wednesday," wrote company secretary Duncan Makeig. "This confidential approach relates to an indicative, non-binding, conditional and confidential proposal for Kirin to acquire all of the outstanding shares in Lion not currently owned by Kirin."

Not exactly alcoholics anonymous.