OSAKA, JAPAN and DEERFIELD, ILLINOIS – JANUARY 13, 2014 – Suntory Holdings Limited and Beam Inc. (NYSE: BEAM) today jointly announced that they have entered into a definitive agreement under which Suntory will acquire all outstanding shares of Beam for US$83.50 per share in cash or total consideration of approximately US$16 billion, including the assumption of Beam’s outstanding net debt. The transaction consideration represents a 25% premium to Beam’s closing price of $66.97 on January 10, 2014; a 24% premium to the volume-weighted average share price over the last three months; and a multiple of more than 20 times Beam’s EBITDA1 for the 12-month period ended September 30, 2013.
The transaction, which has been unanimously approved by each company’s board of directors, is expected to close in the second quarter of 2014, subject to Beam stockholders’ approval, regulatory approvals and other customary closing conditions.
The transaction will create a stronger global player in premium spirits with annual net sales of spirits products exceeding $4.3 billion. Its combined portfolio of leading brands will include Beam’s Jim Beam, Maker’s Mark and Knob Creek bourbons, Teacher’s and Laphroaig Scotch whiskies, Canadian Club whisky, Courvoisier cognac, Sauza tequila, and Pinnacle vodka, and Suntory’s leading Japanese whiskies Yamazaki, Hakushu, Hibiki, and Kakubin, Bowmore Scotch whisky and Midori liqueur. Beam’s President and Chief Executive Officer Matt Shattock and the current Beam management team will continue to lead the business, which will be managed from Beam’s headquarters outside Chicago, Illinois.
Nobutada Saji, President and Chairman of Suntory’s Board, said, “I am delighted that we can announce this agreement with Beam, a company with a portfolio of leading global brands, including Jim Beam and Maker’s Mark, and a strong global distribution network. I believe this combination will create a spirits business with a product portfolio unmatched throughout the world and allow us to achieve further global growth. We are particularly excited about the prospect of working more closely with Beam’s excellent management and employees who will play an integral part in the growth of the business.”
Unparalleled Breadth in the Fast-Growing Whisky Category
“This is a very exciting development that delivers substantial value for our stockholders and creates an even stronger global company with an excellent platform for future growth,” said Matt Shattock, President and Chief Executive Officer of Beam Inc. “Together we will be a global leader in distilled spirits with the #3 position in premium spirits and a dynamic portfolio across key categories. With particular strength in Bourbon, Scotch, Canadian, Irish and Japanese whisky, the combined company will have unparalleled expertise and portfolio breadth in premium whisky, which is driving the fastest growth in Western spirits.
“Our combined global routes to market will expand our joint distribution footprint, and the powerful innovation capabilities both companies have developed will be a significant advantage,” Shattock continued. “Backed by the expertise and the financial resources of Suntory, the people of Beam look forward to working with the Suntory team to continue outperforming our global market and to building on the proud traditions and deep heritage of our brands across all the major spirits categories.”
On completion of the transaction, Suntory and Beam aim to achieve growth in markets worldwide, including the United States, the world’s largest spirits market , by leveraging a combined portfolio of strong brands, an expanded distribution network and fully sharing production and quality control know-how.
Suntory and Beam already have a successful business relationship under which Suntory distributes Beam products in Japan and Beam distributes Suntory’s products in Singapore and other Asian markets.
Creating Substantial Value for Beam Stockholders
“The attractive valuation which has been achieved for Beam stockholders is a result of the successful strategy and excellent execution by the worldwide Beam team,” said Beam Chairman David Mackay. “Indeed, Beam will have achieved a total shareholder return of 106% since Beam became a standalone spirits company in October of 2011.”
Suntory intends to fund the transaction through a combination of cash at hand and fully committed financing provided by The Bank of Tokyo-Mitsubishi UFJ. Mitsubishi UFJ Morgan Stanley is acting as exclusive financial advisor to Suntory and Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor. Centerview Partners and Credit Suisse are serving as financial advisors to Beam and Sidley Austin LLP is serving as legal advisor.
1 LTM EBITDA before charges/gains as of September 30, 2013
2 By Value. Excludes local spirits
3 Based on Bloomberg Total Shareholder Return function
Deerfield, Ill. – January 29, 2014 – Beam Inc. [NYSE:BEAM], a leading global premium spirits company based in the Chicago area, announced that Mindy Mackenzie, 43, has been promoted to Senior Vice President, Chief Performance Officer, effective December 2013.
In this newly created position, Mackenzie will work across the company’s three segments and global functions to ensure alignment of priorities, processes and talent to support execution of the company’s strategy. The Global Corporate Strategy and Global Human Resources, Culture, Talent & Compensation functions report to Mackenzie in her new role.
“Mindy is a highly strategic business leader whose expertise in growing our brightest talent and process improvement will be valuable assets in this enhanced role,” said Matt Shattock, President & CEO, Beam Inc.
Mackenzie joined Beam in January 2010 and for the past four years has served as SVP Chief Human Resources Officer, responsible for the company’s human resources, organizational development and talent strategies.
Prior to joining Beam, Mackenzie served for five years at Campbell Soup Co., where she held various positions including Vice President Human Resources & Public Affairs for Campbell’s Asia-Pacific Division. Mackenzie also spent nine years at Wal-Mart Stores, Inc., in the areas of human resources and organizational development and training.
Mackenzie continues to report to Shattock and serve on Beam’s executive leadership team. She also serves on the Board of Directors for the Fifth-Third Bank Chicago affiliate.
Frankfort, Kentucky – January 30, 2014 – Beam Inc. (NYSE: BEAM), a leading global premium spirits company, today announced that its new state-of-the-art distribution center will be located on a 92-acre site in Franklin County at 1509 US Highway 421 (Leestown Road). Spanning 600,000 square feet upon completion, equivalent to 13 football fields, this facility will be the largest of its kind in Franklin County.
“Beam is a company that’s on the move, continuously creating opportunities for the Commonwealth,” said Governor Steve Beshear. “As Beam continues to grow for the future, the people of Kentucky benefit by the creation of more jobs and opportunities for years to come.”
“With two-thirds of Beam’s total spirits case volume being produced in Kentucky, having our new Beam long-term distribution facility in close proximity to our production will help us gain increased efficiencies in our supply chain,” said David Hunter, vice president of global manufacturing for Beam. “We are excited to be the catalyst for more growth in Kentucky.”
Construction is expected to commence in late February and be completed by year-end. The new center, which will be operated by a third-party logistics provider to be named at a later date, is slated to open in the first quarter of 2015 and employ an estimated 60 individuals. It will exclusively serve Beam’s broad portfolio of distilled spirits brands and will warehouse Beam’s finished case goods bottled in Frankfort before they are shipped to distributor partners for sale in the U.S. and international markets.
“The Bourbon industry is a key driver of our economy in the Commonwealth, and Beam is certainly on the forefront of that growth,” said Congressman Andy Barr. “The construction of this new distribution facility means the creation of more jobs for central and eastern Kentuckians, and I thank Beam for their contribution to our signature Bourbon industry and the people of our Commonwealth.”
“Beam is such a strong business partner and contributor to our community, and we couldn’t be more pleased that they have chosen to further expand in Franklin County,” said County Judge Executive Ted Collins.
H&M Construction Co., Inc. has been hired as the contractor to design the building, develop the site and build the facility from the ground-up.
This announcement is the latest in Beam’s long history of business investments in the Commonwealth. Last year, Beam opened its new Global Business Services Center, reflecting a $2.7 million investment that has brought more than 30 professional jobs to Louisville. In late 2012, Beam opened the Jim Beam American Stillhouse visitors’ experience and Global Innovation Center, a combined multi-year investment of $30 million, in Clermont, Ky. Beam currently employs more than 900 people throughout the Commonwealth in Louisville, its Global Innovation Center in Clermont and at its manufacturing plants in Loretto, Frankfort, Clermont and Boston.
Deerfield, IL, March 5, 2014 – Beam Inc. (NYSE: BEAM) today announced that the U.S. Federal Trade Commission has granted early termination of the Hart-Scott-Rodino Act waiting period to review the proposed acquisition of Beam by Suntory Holdings.
"This is another important step towards completing the acquisition of Beam for $83.50 per share, and the transaction remains on track to close in April," said Matt Shattock, president and chief executive officer of Beam Inc.
The transaction remains subject to regulatory clearance in the European Union, the approval of Beam stockholders and customary closing conditions. A special meeting of Beam stockholders has been scheduled for Tuesday, March 25, 2014 to consider and vote on the transaction.
The proposed acquisition of Beam by Suntory Holdings was announced on January 13th.
Deerfield, Illinois, March 25, 2014 – At a special meeting today, stockholders of Beam Inc. (NYSE: BEAM) formally approved the pending $16 billion acquisition of Beam by Suntory Holdings. Upon completion of the transaction, each share of Beam common stock will convert into the right to receive $83.50 in cash (subject to applicable withholding taxes).
“Shareholder approval of the acquisition by Suntory is a reflection of the substantial value created for our investors over the past several years, culminating in this transaction,” said Matt Shattock, president and chief executive officer of Beam Inc. “We appreciate the confidence Beam shareholders have placed in our company over the years, and we’re pleased that confidence is being rewarded. Indeed, at the acquisition price of $83.50 per share, total shareholder return will stand at 106% since Beam began trading as a standalone spirits company in October of 2011. We look forward to joining with the spirits business of Suntory to create the world’s #3 premium spirits company, and to capitalize on the significant opportunities for our combined portfolio, routes to market, and innovation capabilities.”
The transaction remains subject to regulatory clearance in the European Union and customary closing conditions, and the companies expect the acquisition will most likely be completed during the week of April 28th.
Deerfield, Illinois, April 22, 2014 – Beam Inc. (NYSE: BEAM) today announced that the European Commission has given regulatory clearance to the pending acquisition of Beam by Suntory Holdings. Upon completion of the $16 billion transaction, each share of Beam common stock will convert into the right to receive $83.50 in cash (subject to applicable withholding taxes).
“Regulatory clearance from the European Commission paves the way to complete the transaction with Suntory Holdings next week,” said Matt Shattock, president and CEO of Beam. “We have been working with Suntory to help ensure a smooth integration as we create the world’s #3 premium spirits company, which will possess a dynamic portfolio across key categories, powerful global routes to market, and strong innovation capabilities. Our portfolios and operations are highly complementary, so we’ll be focused on sustaining our momentum and generating sales synergies as we bring our companies together.”
The transaction, which has been approved by Beam shareholders, remains subject to customary closing conditions. The companies now expect that the acquisition will be completed on April 30 in the United States, and as a result, Beam expects that its shares will no longer trade on the New York Stock Exchange effective at the end of trading on that day.
Osaka, Japan and Deerfield, Illinois, April 30, 2014 – Suntory Holdings Limited (Suntory) and Beam Inc. (NYSE: BEAM) today announced that Suntory completed the acquisition of all outstanding shares of Beam for $83.50 per share on Wednesday, April 30, 2014 (U.S. Central Daylight Time).
As a result of the transaction, Beam has today been renamed Beam Suntory Inc. (Beam Suntory). The new company intends to integrate the Spirits business of Suntory Liquors Limited before the end of this year. The transaction creates a company with the strong #3 position in the global premium spirits market. Beam Suntory will be headquartered in Deerfield, Illinois and led by Chairman and Chief Executive Officer Matt Shattock, who has been CEO of Beam since 2009.
Looking ahead, Beam Suntory aims to achieve growth in markets worldwide, including the United States, the world’s largest spirits market, by leveraging its combined portfolio of leading brands, and its strengthened global distribution network.
“By combining the world leader in Bourbon and Japan’s leading spirits company, we have created a stronger global business with an even better premium portfolio,” said Matt Shattock, Chairman & CEO of Beam Suntory. The company’s portfolio is led by its flagship brands Jim Beam and Yamazaki, as well as world renown premium brands including Maker’s Mark, Knob Creek, Hakushu, Hibiki, Kakubin, Teacher’s, Laphroaig, Bowmore, Canadian Club, Courvoisier, Sauza, Pinnacle and Midori.
“We believe the new Beam Suntory will grow by pursuing the global strategy that made Beam so successful,” Shattock said. “We will be focused on continuing our momentum, growing in developed and emerging markets, and building on our combined strengths. Those strengths include a dynamic portfolio across key categories, powerful routes to market and passionate people. I’m particularly excited about what brings us together – a strong cultural fit based on the entrepreneurial and innovative spirit of two companies with common values and proud heritages rooted in multi-generational family businesses. We look forward to learning from each other and to creating a future of exciting growth for our business and opportunities for our people.”
“I am very delighted with the launch of Beam Suntory, which unites Beam and Suntory’s spirits businesses, and I truly believe Beam Suntory will continue to grow strongly in the global spirits industry,” said Nobutada Saji, President and Chairman of Suntory Holdings. “Since its founding, Suntory Group has always shared the spirit of ‘Yatte Minahare – Go for it!’ in taking on new challenges, creating new opportunities, and living our corporate values. Beam’s heritage of over 200 years is also characterized by a spirit of entrepreneurialism, creativity and courageous decisions that exemplify the same ‘Yatte Minahare’ spirit. I believe this common spirit and our combined strengths will be a powerful driving force as the new Beam Suntory excites consumers around the world with our portfolio of premium brands. At the same time, Beam Suntory will remain true to Suntory’s corporate philosophy, ‘In Harmony with People and Nature,’ in developing a rich experience of life based on real needs in the communities in which we do business, coexisting with people and their nature surroundings.”
Facts About Beam Suntory Inc.
Name: Beam Suntory Inc.
Headquarters: Deerfield, Illinois, USA
Chairman & CEO: Matt Shattock
Leading Brands:Jim Beam, Maker's Mark, Knob Creek bourbons; Yamazaki, Hakushu, Hibiki, and Kakubin Japanese whiskies; Teacher’s, Laphroaig and Bowmore Scotch whiskies; Canadian Club whisky; Courvoisier cognac; Sauza and Hornitos tequila; Pinnacle vodka; Midori liqueur
Sales: $4.6 billion (2013)
Combined total of Beam Inc. and Suntory’s spirits business (excluding excise tax)
Suntory’s spirits sales based on 100 yen/dollar
Deerfield, Illinois, July 15, 2014 – Beam Suntory Inc., one of the world’s leading spirits companies, today announced that consumer products veteran Tim Hassett, 50, will join the company as President of its North America business effective July 31.
Hassett joins Beam Suntory from Campbell Soup Company, where he currently serves as President of the Away from Home Division and Chief Customer Officer, North America. Hassett, who joined Campbell’s in 2004, previously served in key leadership roles including President of Sales for North America and General Manager of the Pepperidge Farm Bakery Division. Prior to joining Campbell’s, Hassett served in commercial and sales roles of increasing responsibility in four years at Kellogg’s and 15 years at Procter & Gamble.
“Tim is an exceptional consumer-oriented executive with a broad and unique background spanning sales, marketing, innovation and manufacturing,” said Matt Shattock, chairman and CEO of Beam Suntory. “Tim’s impressive experience with similar route-to-market structures in commercial and sales leadership positions makes him a great fit to lead our North America business. He is a passionate and energetic leader who has consistently inspired his teams, earned the confidence of customers, and delivered exceptional performance.”
Hassett will serve on the Beam Suntory Executive Leadership Team and report to Shattock. He succeeds Bill Newlands, who previously indicated his intent to leave the company later this summer. Hassett will work closely with Newlands in the coming weeks to help ensure a smooth leadership transition for the North America business.
Suntory Liquors Limited Wins Fourth “Distiller of the Year” Award at the same time
Tokyo, Japan, and Deerfield, Illinois, July 16, 2014 – Japanese blended whisky Hibiki® 21 Years Old and Knob Creek® Single Barrel Reserve, from the whisky portfolio of Beam Suntory Inc., each won a "Trophy" award, the top prize in the whisky categories at the International Spirits Challenge (ISC) Awards Dinner 2014 held in London, England on Monday, July 14. These honors are in addition to the 18 Gold Medals earned by Beam Suntory whiskies announced last month by the ISC, one of the world’s leading tasting competitions. Meanwhile Japanese rice vodka Ao won a “Trophy” prize in the vodka category.
In addition to those “Trophy” prizes, Suntory Liquors Limited also won the “Distiller of the Year” award, a prestigious honor bestowed upon one distiller that has produced a number of high-quality spirits. This is the third year in a row and the fourth time overall that Suntory Liquors Limited has received the “Distiller of the Year” award.
“These prestigious recognitions for Hibiki and Knob Creek are a reflection of the heritage, quality and expertise of the two great companies that are coming together to create Beam Suntory, which has a bright future as a whisky powerhouse in our industry,” said Matt Shattock, chairman and chief executive officer of Beam Suntory.
This recognition of brand quality comes just 11 weeks after the acquisition of Beam Inc. by Suntory Holdings, creating Beam Suntory, the world’s #3 premium spirits company. As previously announced, Beam Suntory intends to integrate the Spirits business of Suntory before the end of this year.
About the International Spirits Challenge
The International Spirits Challenge is an annual spirits tasting competition held in the UK, the home of Scotch whisky. Categories include whiskies, liqueurs and more. In addition to the Gold Medals, Silver Medals and Bronze Medals awarded in each category, excellent products among the Gold Medal winners are given the Trophy, the top prize in the category. The Distiller of the Year award, one of the Special awards that recognize the very best in the blind tasting challenge, is only conferred on one distiller that has produced a number of high-quality products.
In the whisky categories, a panel of 11 judges, including blenders from whisky distilleries around the world, conducts a blind tasting of more than 400 whiskies submitted from around the world to determine the award winners. The results attract global attention from the spirits industry.
International Spirits Challenge 2014
Award Name, Winners
Trophy in Whisky Categories: Suntory whisky Hibiki 21 Years Old, Knob Creek Single Barrel Reserve
Trophy in Vodka Category: Ao vodka
Distiller of the Year: Suntory Liquors Limited
From 7 p.m. on Monday, July 14, 2014 *Local time
At the Honourable Artillery Company in London, England
About the Award-Winning Whiskies
Suntory Whisky Hibiki 21 Years Old
Hibiki 21 Years Old is a meticulously blended combination of carefully selected ripe grain malts and malt whisky aged for a lengthy period of at least 21 years. It is distinguished by a mature aroma, incredibly fruity and reminiscent of sweet flowers, and a smooth, light flavor. This blend allows you to enjoy the strong body, mellow richness and profound, long finish only found in a whisky aged for 21 years.
Knob Creek Single Barrel Reserve
Knob Creek Single Barrel Reserve is carefully hand selected, barrel-by-barrel, to bring you a robust, mature flavor. Aged 9 years, this expression possesses the darkest and deepest amber and henna color offering vanilla and caramel notes and a slightly smoky finish – perfect for easy-going sipping.
Ao Vodka is Japanese ultra-premium vodka made with 100% Japanese rice with clean, crisp flavors and subtle rice notes. This premium vodka is currently available in New York.
For more information on the brands
Suntory Whisky Website: http://www.suntory.com/whisky/
Beam Suntory Website: http://beamsuntory.com
Deerfield, Illinois, August 26, 2014 – Beam Suntory Inc., one of the world’s leading spirits companies, today announced the appointment of Mauricio Restrepo, 50, as the company’s Chief Financial Officer. Restrepo will join Beam Suntory from SABMiller, where he currently serves as Regional Finance Director for the brewer’s European business. He has previously been the company’s CFO – Latin America, and CFO of its Grupo Empresarial Bavaria subsidiary based in Colombia. Prior to entering the beverage alcohol business, Restrepo held commercial and finance positions of increasing responsibility at Random House, South American automaker SOFASA, and JP Morgan.
“Mauricio is a highly experienced international finance leader whose background includes 12 years in the beverage alcohol industry,” said Matt Shattock, Chairman and CEO of Beam Suntory. “During his career, Mauricio has collaborated closely with commercial and operating teams to achieve financial and strategic goals. He has been a leader in developing successful growth strategies, driving margin expansion, and building the capabilities of his teams, and I am confident he will be an excellent fit for Beam Suntory.”
Restrepo will join Beam Suntory early in the fourth quarter. He will have responsibility for the global finance organization, including accounting & reporting, financial planning & analysis, treasury, tax, controls, audit, global business services and information technology. He will serve on the Beam Suntory Executive Leadership Team as well as the Beam Suntory Board of Directors, and will report to Shattock.