BERLI JUCKER PUBLIC COMPANY LIMITED FORM 250-2 Opinion of the Company on the Tender Offer 16 January 2002 To The Shareholders Berli Jucker Public Company Limited Berli Jucker Public Company Limited (the "Company") received a copy of the tender offer from Nakornchuen Company Limited (the "Offeror") on 26 December 2001 and an amendment letter of the tender offer concerning the names of the Board of Directors of the Company after the tender offer on 27 December 2001, which contain detail as follows: Type of Security Number of the Percentage of Total Tender Offer Price Securities Issued Shares (Baht per Share) (Shares) Ordinary Share 26,210,043 16.50 41.3077* * The tender offer price is Baht 41.3077 (Baht forty one point three zero seven seven) per share which is a final offer price. The Offerees are subject to a 0.25 per cent brokerage fee of the offer price plus value added tax (VAT) of 7 per cent of the brokerage fee. Thus, the net price to be received by the Offerees is Baht 41.1972 (Baht forty one point one nine seven two) per share. Subject to the provisions of the Revenue Code, the Tender Offer Agent will be obliged to withhold 15 per cent on gains derived from the sales of shares by the Offerees who are foreign juristic persons residing in countries that do not have a double tax treaty agreement (DTA) with Thailand or those who have DTA with Thailand without any exemption on withholding tax, thereby the Offerees are required to declare the acquisition cost of the tendered shares together with evidence of such cost. The tender offer and the tender offer period are final and will not be amended. The offer period commenced on 27 December 2001 and ends on 1 February 2002, totaling 25 business days, between 9.00 a.m. and 4.00 p.m. The Company hereby renders the opinion for your consideration as follows: 1 The operation of the Company during the past year and the expected performance including the assumptions For the fiscal year ended 2000, the Company recorded a 5% increase from 1999 in consolidated revenues. The revenues increased from Baht 11,289 million to Baht 11,815 million, mainly due to an increase of 19% in the sales of Consumer Products group and 18% in the Technical Products and Imaging group. However, sales of the Packaging group experienced a decrease of approximately of 20% due to a decrease in sales of glass containers. In addition, the sales decrease was caused by the deconsolidation of Berli Prospack Company Limited after the Company's interest was diluted. Gross margin of the Company decreased from 27% in 1999 to 23% in 2000. This was due to an increase in 2000 in depreciation charges as a result of the completion and expansion of the furnaces of Thai Glass Industries Public Company Limited during the year which were originally scheduled for 1999. Furthermore, Berli Jucker Cellox Limited has been running at an increase full capacity since the middle of 1999 and thus the depreciation of this increase capacity was recorded on a full year basis in 2000. The margin was also impacted by the rising costs of raw material in some key businesses such as fuel oil costs which increased by 52% on average and paper pulp used in the tissue paper business both local and import pulp prices which increased by 38%. The weakening of Thai Baht has also played a part in depressing margins; the higher costs of U.S. Dollar denominated imports of both raw materials and finished goods which are marketed and distributed in the Technical and Imaging businesses have not always been passed on to our customers due to their weak consumer purchasing power. Selling and administration expenses increased during the year, with the relative percentage of sales increasing from 16% in 1999 to 17% in 2000. This increase was primarily attributable to the level of promotional, marketing and advertising expenses required to improve or maintain market shares in the snack foods and personal care sectors. The competition in these consumer segments is such that the current level of expense is unlikely to diminish in the near future. The Company's consolidated net profit decreased from Baht 693 million in 1999 to Baht 535 million in 2000 due to a decrease in sales of glass packaging products to a major customer of Thai Glass Industries Public Company Limited. During the first 9 months of 2001, the Company's consolidated sales increased approximately 9% from the same period in 2000. Gross margin improved 13% from the same period in 2000. The consolidated net profit of the Company for the first 9 months of 2001 increased 11% compared with the first 9 months of 2000 or to Baht 467.7 million from Baht 419.5 million or Baht 2.95 per share. The total sales of each business line of the Company are as follows: (Unit: Million Baht) Products 1998 1999 2000 2001 (Jan. - Sep.) Consumer products 3,017.5 3,399.8 4,039.1 3,192.0 Packaging products 3,883.0 4,351.5 3,495.6 2,744.7 Technical products 2,169.0 2,258.3 2,712.7 *1,373.7 Imaging products 863.7 842.6 948.8 689.7 Other 513.6 279.6 300.9 276.2 Total 10,446.8 11,131.8 11,497.1 8,276.3 Remark: The total sales has already eliminated inter-company transactions. * The total sales has decreased due to a changed record of investment in Thai Klinipro Company Limited from a consolidated to an equity method. Summary of consolidated financial statements for the past 3 years of the Company as of 31 December (Fiscal year ended) (Unit: Million Baht) Consolidated Financial Statements (audited) Unaudited 1998 1999 2000 2001 (Jan. - Sep.) Total assets 14,460.06 14,723.62 12,630.70 12,759.53 Total liabilities 6,513.88 6,370.77 6,354.98 6,190.85 Paid up capital 1,588.13 1,588.13 1,588.13 1,588.13 Total shareholders' equity 7,946.18 8,352.85 6,275.72 6,568.68 Total revenue 10,541.17 11,288.59 11,815.15 8,363.07 Net income 414.81 693.10 535.24 467.74 Earnings per share (Baht) 3.83 4.36 3.37 2.95 Dividend per share (Baht) 0.80 1.30 15.75 0.40 It is forecast in both short and long term that the Company's main revenue still comes from consumer, packaging, technical and imaging products. It is also anticipate that the Company's turnover and its profit will continuously increase. As the operation of the Company remains considerably good, especially in glass packaging which the Company has maintained business relationship and connection with the shareholders of the Offeror, which is a well known group in the liquor industry, the Company is expected to continue its expansion as reported to the shareholders in the annual report. With the Company's capability and a support from the new major shareholder, the Company is confident that it will be successful in terms of its business operation and profit. The Company will still maintain the current dividend pay out ratio of not less than 30% of its consolidated net profit. 2 Opinion on the accuracy of the information of the Company as stated in the Tender Offer The Company has considered and is of the opinion that the information relating to it as described in the Tender Offer and the amendment letter is accurate. However, the Company considered that the information regarding the shareholding of the Company's directors in the Offeror should be amended as specified in clause 3.1 below. 3 The relationship or agreements between the directors of the Company, either in their own personal capacity or on behalf of the group, and the Offeror 3.1 Relationship between the directors of the Company and the Offeror in terms of shareholding The Chairman and Vice Chairman of the Company as of 19 December 2001, namely Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, are major shareholders of juristic persons who are major shareholders of the Offeror. The details are as follows: The Board of Directors of the Company before the tender offer, as of 18 December 2001 Name Title 1 Mr. Piti Sithi-Amnuai Chairman 2 Mr. Manuel Velez Pangilinan Vice Chairman 3 Dr. Adul Amatavivadhana Vice Chairman 4 Mr. David John Nicol President & CEO 5 Mr. Karn Chitaravimol Director 6 Mr. Prasert Maekwatana Director 7 Mr. Phornchai Athikhomkulchai Director 8 Mr. Steven Alan Weissman Director 9 Mr. Ronald Allen Brown Director 10 Mr. Michael Joseph Anthony Healy Director 11 Mr. Anant Asavabhokhin Director 12 Mr. Phisit Dachanabhirom Chairman of the Audit Committee 13 Dr. Pracha Guna-Kasem Audit Committee 14 Mr. Surin Osathanugrah Audit Committee Source: RSIMS system The Board of Directors of the Company after the tender offer Name * Title Name ** Title 1 Mr. Charoen Sirivadhanabhakdi Chairman 1 Mr. Charoen Sirivadhanabhakdi Chairman 2 Khunying Wanna Sirivadhanabhakdi Vice Chairman 2 Khunying Wanna Sirivadhanabhakdi Vice Chairman 3 Mr. Narong Srisa-an Vice Chairman 3 Mr. Narong Srisa-an Vice Chairman 4 Mr. Ooi Boon Aun Director 4 Mr. Ooi Boon Aun Director 5 Dr. Chaiyut Pilun-Owad Director 5 Dr. Chaiyut Pilun-Owad Director 6 Mr. David John Nicol President & CEO 6 Mr. David John Nicol President & CEO 7 Mr. Karn Chitaravimol Director 7 Mr. Sithichai Chaikriangkrai Director 8 Mr. Sompoth Kosum Director 8 Mr. Sompoth Kosum Director 9 Mr. Phornchai Athikhomkulchai Director 9 Mr. Soammaphat Traisorat Director 10 Mr. Prasert Maekwatana Director 10 Mrs. Wallapa Traisorat Director 11 Mr. Steven Alan Weissman Director 11 Mr. Thapana Sirivadhanabhakdi Director 12 Mr. Phisit Dachanabhirom Chairman of the 12 Mr. Staporn Kavitanon Chairman of the Audit Committee Audit Committee 13 Dr .Pracha Guna-Kasem Audit Committee 13 Mr. Weerawong Chittmittrapap Audit Committee 14 Mr. Surin Osathanugrah Audit Committee 14 Mr. Tien Mekanontchai Audit Committee Note: * The Board of Directors of the Company as of 19 December 2001 after the Offeror acquired 132,602,457 ordinary shares or 83.5 per cent of total issued shares of the Company. ** The Board of Directors of the Company as of 27 December 2001 and after the tender offer. Major Shareholders of the Offeror Name No. of Shares % 1 T.C.C. Holding Company Limited 76,499,940 50.9999994 2 Pacific Capital International Limited 73,500,000 49.0000000 3 Siripat Trading Company Limited 10 0.0000001 4 Charoenwannakij Company Limited 10 0.0000001 5 Sanitsathira Company Limited 10 0.0000001 6 Sangkasem Company Limited 10 0.0000001 7 Excelsior Enterprise Company Limited 10 0.0000001 8 Sahapanyphant Limited Partnership 10 0.0000001 Total 150,000,000 100.00 The shareholding structures of the Offeror which are Juristic Persons are as follows: 1. T.C.C. Holding Company Limited Name No. of Shares % 1 Mr. Charoen Sirivadhanabhakdi 450,000,000 50.00000 2 Khunying Wanna Sirivadhanabhakdi 449,999,500 49.99995 3 Miss Atinant Sirivadhanabhakdi 100 0.00001 4 Mrs. Wallapa Traisorat 100 0.00001 5 Mr. Thapana Sirivadhanabhakdi 100 0.00001 6 Miss Thapanee Sirivadhanabhakdi 100 0.00001 7 Mr. Panot Sirivadhanabhakdi 100 0.00001 Total 900,000,000 100.00 2. Pacific Capital International Limited Name No. of Shares % 1 Great Oriole Limited 9,999,999 99.99999 2 United Synergy Limited 1 0.00001 Total 10,000,000 100.00 3. Siripat Trading Company Limited Name No. of Shares % 1 Mr. Charoen Sirivadhanabhakdi 7,195 35.975 2 Khunying Wanna Sirivadhanabhakdi 7,000 35.000 3 Miss Atinant Sirivadhanabhakdi 1 0.005 4 Mrs. Wallapa Traisorat 1 0.005 5 Mr. Thapana Sirivadhanabhakdi 1 0.005 6 Miss Thapanee Sirivadhanabhakdi 1 0.005 7 Mr. Panot Sirivadhanabhakdi 1 0.005 8 Charoenwannakij Company Limited 5,800 29.000 Total 20,000 100.00 4. Charoenwannakij Company Limited Name No. of Shares % 1 Mr. Charoen Sirivadhanabhakdi 26,250,000 50.00000 2 Khunying Wanna Sirivadhanabhakdi 26,249,950 49.99990 3 Miss Atinant Sirivadhanabhakdi 10 0.00002 4 Mrs. Wallapa Traisorat 10 0.00002 5 Mr. Thapana Sirivadhanabhakdi 10 0.00002 6 Miss Thapanee Sirivadhanabhakdi 10 0.00002 7 Mr. Panot Sirivadhanabhakdi 10 0.00002 Total 52,500,000 100.00 5. Sanitsathira Company Limited Name No. of Shares % 1 T.C.C. Holding Company Limited 1 0.0025 2 Songward Riverside Company Limited 10,000 25.0000 3 Surahonggemmaraj Company Limited 2,500 6.2500 4 T.C.C. Business Company Limited 11,600 29.0000 5 Tipnimit Company Limited 12,499 31.2475 6 Honda (Thailand) Company Limited 2,500 6.2500 7 Yodpon Company Limited 900 2.2500 Total 40,000 100.00 6. Sangkasem Company Limited Name No. of Shares % 1 T.C.C. Holding Company Limited 9,999,994 99.99994 2 Charoenwannakij Company Limited 1 0.00001 3 Excelsior Enterprise Company Limited 1 0.00001 4 Siripat Trading Company Limited 1 0.00001 5 Sanitsathira Company Limited 1 0.00001 6 Nakornchuen Company Limited 1 0.00001 7 Sahapanyphant Limited Partnership 1 0.00001 Total 10,000,000 100.00 7. Excelsior Enterprise Company Limited Name No. of Shares % 1 Mr. Charoen Sirivadhanabhakdi 71,995 35.9975 2 Khunying Wanna Sirivadhanabhakdi 70,000 35.0000 3 Miss Atinant Sirivadhanabhakdi 1 0.0005 4 Mrs. Wallapa Traisorat 1 0.0005 5 Mr. Thapana Sirivadhanabhakdi 1 0.0005 6 Miss Thapanee Sirivadhanabhakdi 1 0.0005 7 Mr. Panot Sirivadhanabhakdi 1 0.0005 8 Charoenwannakij Company Limited 58,000 29.0000 Total 200,000 100.00 8. Sahapanyphant Limited Partnership Name No. of Shares % 1 Mr. Sompong Kittimahesakkul Not applicable - 2 Mr. Sawong Kruthkumrup Not applicable - Total - - 3.2 Relationship between the directors of the Company and the Offeror in terms of directorship or management There are 6 directors of the Company, namely Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Narong Srisa-an, Mr. Ooi Boon Aun, Mr. Sithichai Chaikriangkrai and Mr. Thapana Sirivadhanabhakdi, who are directors of the Offeror. The Offeror's Board of Directors as of 26 November 2001 Name Title 1 Mr. Charoen Sirivadhanabhakdi Chairman 2 Khunying Wanna Sirivadhanabhakdi Vice Chairman 3 Mr. Narong Srisa-an Vice Chairman 4 Mr. Ooi Boon Aun Vice Chairman 5 Mr. Thirasakdi Nathikanchanalab Director 6 Mr. Sithichai Chaikriangkrai Director 7 Mr. Thapana Sirivadhanabhakdi Director 8 Miss Atinant Sirivadhanabhakdi Director 9 Mr. Panot Sirivadhanabhakdi Director 3.3 Joint business or transaction between the parties Thai Glass Industries Public Company Limited, an affiliate of the Company, sells glass bottles to the following companies within the T.C.C. group, a major shareholder of the Offeror: Wattanapat Company Limited Sangsom Company Limited TCC Business Company Limited Sura Bangyeekhan Company Limited Beer Thai (1991) Public Company Limited Cosmo Liquor Company Limited Maharajsadorn Company Limited Sukhothai Marketing Company Limited 3.4 Agreement/Arrangement/Memorandum of Understanding between the parties (i) Thai Glass Industries Public Company Limited, an affiliate of the Company, has entered into a new glass bottle supply agreement with Wattanapat Company Limited (a company in the T.C.C. group) for a period between 2001 - 2004. (ii) The Offeror signed a Share Sale and Purchase Agreement in relation to the Company's shares with First Pacific Company Limited. The main terms of the agreement are summarized below: Parties : Buyer : Nakornchuen Company Limited Seller : First Pacific Company Limited Agreement Date : 28 November 2001 Securities under the : 132,602,457 ordinary shares or 83.5% of agreement the total issued shares. Conditions and : The Seller agrees to sell to the Buyer the responsibilities of parties said shares for a total value of US$ 125 million, and the Buyer agrees to make the payment/consideration for the purchase on the date on which the shares transferred to the Buyer. Conditions pertaining to : This agreement may be terminated in termination of agreement case the Buyer or the Seller fails to fulfill the conditions on share transfer and payment on 19 December 2001. Note: The transaction already took place and payment was completed. 3.5 Loan among the parties - None - 3.6 Other relationship - None - 4 The Company's opinion regarding the reasonableness of accepting or refusing the tender offer for the shareholders 4.1 Opinion of the Board of Directors of the Company Following the acquisition of 132,602,457 shares representing 83.5 per cent of the total issued shares in the Company from a former shareholder of the Company, First Pacific Company Limited, on 14 December 2001, the Offeror is obliged to make a mandatory tender offer for all the remaining 26,210,043 shares or 16.50 per cent of the total issued shares of the Company by virtue of the Notification of the Securities and Exchange Commission No. Gor Gor 4/2538 Re: Rules, Conditions and Procedures for Acquisition of Securities for Business Takeover dated 6 March 1995. The Board of Directors convened a meeting on 16 January 2002 to consider the Tender Offer of the Offeror including the facts and information specified in the Tender Offer by the Offeror and the opinion of Asset Plus Securities Company Limited, an independent financial advisor to the shareholders. The independent financial (more)