Accra, Dec. 20, GNA - The Board of Guinness Ghana Limited has placed before the Board of Ghana Breweries Limited an offer to purchase all the outstanding ordinary shares of the latter.

The latest development followed announcement on Thursday of the Proposed Merger talks between the two breweries. Limited. A faxed message from the Ghana Stock Exchange to the Ghana News Agency on Friday said a cash offer would be made to all ordinary shareholders of GBL (other than Heineken, the majority shareholder) to purchase their shares at a price of 1,425 cedis per share.

The price of 1,425 per share is 67.5 per cent higher than the average of highest weekly GBL prices during the immediate preceding 26 weeks to Thursday December 18 2003 of 851 cedis per share. Heineken has agreed to make an irrevocable undertaking to exchange its shareholding in GBL at a price of 1,113 per share for a 20 per cent shareholding in the merged entity.

The statement said Diageo, majority shareholder of GGL intends to retain a majority shareholding in the merged entity.

In order to achieve a 51 per cent shareholding, Diageo will purchase additional shares of GGL, either by way of acquiring existing shareholders' shares at a price of 5,400 cedis with immediate effect, which is30.9 per cent higher than the average of highest weekly GGL prices during the immediate preceding 26 weeks.

The statement said the offer to purchase shares from existing GGL shareholders is subject to a maximum of 4,000,000 shares and shall only remain open until completion of the offer to the GBL shareholders. The statement said the transaction is subject to corporate approvals as well as certain regulatory approvals, including those of the Ghana Stock Exchange and the Securities and Exchange Commission.

"Once regulatory approvals have been received, a formal offer document will be sent to all shareholders of GGL and GBL," the statement added.