Pursuant to Rule 704(15)(c) of the Listing Manual, Fraser and Neave, Limited (the "Company") announces that its wholly-owned subsidiary, F&N Dairy Investments Pte Ltd (" F&NDI "), has entered into a conditional agreement with A2 Corporation Limited (" A2C "), a New Zealand incorporated public listed company, to acquire all the shares in A2 AUSTRALIA PTY LIMITED (" A2A "), an Australian incorporated company which is wholly-owned by A2C.
Presently, A2A is the holder of a licence granted by A2C, for the production, testing, marketing and sub-licensing of "A2 Milk" and "A2" dairy products. "A2 Milk" is a natural milk (non-genetically modified) produced by certain cows. The cows are DNA tested and identified that produce only milk with the "A2" variant of the beta-casein protein, using a patented technology, owned by A2C. Such milk, termed "A2 Milk" has been linked to a range of possible health benefits. "A2" products include fresh drinking milk, flavoured milk, long shelf-life milk, yoghurt, cream, milk powder, cheese, whey powder, ice cream, and other dairy products, which use or are derived from "A2 Milk". "A2" products are currently marketed in New Zealand and parts of Australia.
As a condition of the acquisition, A2C will grant A2A a fresh licence to use the intellectual property rights on terms more favourable than the existing licence agreement. The fresh licence granted to A2A would cover use of the intellectual property rights for Australia, the right to export "A2" products to countries in Asia (excluding India), and to test herds of cows that generate "A2 Milk".
A2A has a paid up capital of A$100 comprising one hundred shares of A$1 each. The aggregate consideration for the acquisition of all the shareholding interest in A2A is approximately A$1.1 million comprising payment for the shares and shareholder loans to be injected into A2A.
The transaction is not expected to have any material effect on the net tangible assets per share or earnings per share of the Company for the current financial year.
None of the Directors or substantial shareholders of the Company has any interest, direct or indirect in the transaction.
Submitted by Anthony Cheong Fook Seng, Company Secretary on 24 December 2004 to the SGX.