Foster’s Group Limited

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Foster’s Group Limited

77 Southbank Boulevard
Southbank, Victoria 3006
Australia
Telephone: +61 (3) 9633-2000
Fax: +61 (3) 9633-2002
Web site: http://www.fostersgroup.com

Public Company
Incorporated: 1962 as Elder Smith Goldsbrough Mort Ltd.
Employees: 14,000 (2001)
Sales: A$5.164 billion (US$2.82 billion) (2002)
Stock Exchanges: Australia London
Ticker Symbol: FGL
NAIC: 312120 Breweries; 312130 Wineries; 312140 Distilleries

Foster’s Group Limited, whose beer commercials once taught drinkers to speak Australian, has also developed a taste for fine wine. With its purchase of California leader Beringer Wine Estates, Foster’s has evolved into a “global premium beverage company.” The Group’s Beringer Blass division sells about 15 million cases of wine per year in more than 67 wine markets.

The company produces and markets the most famous beer of the land Down Under, Foster’s Lager, as well as the country’s other leading beer brands, such as Victoria’s Bitter and Crown Lager. One of the world’s largest brewers, Foster’s has brewing operations in Australia, Fiji, Vietnam, India, and China, plus wine operations in Australia, Chile, the United States, the Netherlands, France, and Germany.

The company has four main divisions: Carlton & United Breweries (CUB), Beringer Blass Wine Estates, Foster’s Brewing International, and The Lensworth Group. CUB is the company’s Australian beer and leisure arm, and of the four main divisions, the company’s biggest profit driver. Managed by Foster’s Brewing International, Foster’s Lager is sold in more than 150 countries. The Lensworth Group, the company’s property division, is developing communities in Queensland, New South Wales, and South Australia.

Origins: From Jam to Beer

Though Foster’s predecessors date to the late 19th century, many sources trace the company’s emergence as a major force in Australian business to the activities of one man, John Elliott. Through an astonishing series of acquisitions over the course of more than a decade, Elliott assembled a major conglomerate using a moderately sized jam company as its nucleus. At about the age of 30, Elliott returned to Australia after a brief stay in the United States, where he had worked as a consultant. Beginning in the early 1970s, with his only significant business experience consisting of a short stint at Australia’s largest corporation, Broken Hill Proprietary Co. (BHP), and a six-year engagement at the American consulting firm of McKinsey & Co. (two of those years in Chicago, and four in Australia), Elliott set out to conquer the business world from the top, running his own company rather than working his way up from within one. After rounding up about A$30 million in backing from a collection of Australian business leaders, Elliott purchased Henry Jones (IXL) Ltd., a Tasmanian company whose main businesses were making jam and canning fruit. (IXL was the food company’s lead brand of jam. Its name was a phonetic spelling of “I excel.”) Henry Jones grew during the rest of the 1970s through a series of acquisitions of companies that could provide necessary auxiliary services, including canning, packing, milling, and freezing operations.

One of the companies that had helped finance Elliott’s takeover of Henry Jones was Elder Smith Goldsbrough Mort Ltd. Australia’s leading stock and station agency business. In operation since 1839, this company provided a wide range of agricultural services, including livestock and wool auctioning, real estate services, and farming supply merchandising. In 1981, Elder Smith became the target of a takeover attempt by the Bell Group, a company controlled by one of the richest men in Australia, Robert Holmes a Court. Elder Smith’s management asked Elliott to act as a “white knight” and rescue it from the hostile raider through a merger. What took place was essentially a reverse takeover, with the larger Elder Smith buying out Henry Jones (IXL), to create Elders IXL Ltd. The Jones management team assumed the new company’s leadership positions.

One important asset that Elder Smith brought into the merged company was its fledgling banking operation, in which it provided farmers with a variety of financial services that included advances, acceptance of deposits, and mortgages. The company’s work in the world of finance was expanded in 1982, when, a mere month after the merger’s official completion, the company acquired the Wood Hall Trust, a British company with financial interests throughout the Far East and Australia. Elders also diversified into the oil business in 1982, with the purchase of a 19.9 percent interest in Bridge Oil Limited, a large publicly held company.

The next event of great importance for Elders was the 1983 takeover of Carlton & United Breweries Ltd. (CUB), best known as the makers of Foster’s Lager. CUB was founded in 1888 by W.M. and R.R. Foster, American immigrants to the “land Down Under.” Before their arrival on the Australian brewing scene, virtually all the country’s beer was imported from Great Britain. The Foster brothers introduced lager beer—a lighter brew that was better suited to Australia’s harsh climate than heavy British ales—as well as refrigeration to the island. CUB began its long evolution into an international brewing powerhouse in 1901, when it shipped Foster’s Lager to Aussies serving in the Boer War in Africa. In the early 1980s, CUB used Foster’s growing worldwide reputation to overcome the Australian brewing industry’s notorious provincialism. By the mid-1980s, Foster’s Lager was the nation’s top brand.

CUB’s relationship with Henry Jones had started in 1980, when the brewery purchased Elder Smith’s premerger, 33 percent stake in that company. CUB had also acted as something of a matchmaker during the formation of Elders IXL by buying Holmes a Court’s share of Elder Smith, and thereby eliminating the specter of further takeover attempts by him. Between these two actions, CUB had become Elders IXL’s major shareholder at over 49 percent by 1983. Toward the end of that year, New Zealander Ron Brierley, head of investment holding company Industrial Equity Ltd., launched a bid to take over CUB. Once again Elliott responded quickly, raising US$720 million in two days with which to start buying CUB stock. Within a couple of weeks, Elliott had taken control of over half of the brewery’s stock, and by the middle of 1984, he had gained full ownership.

Evolution of Elders IXL in the 1980s

The rest of the 1980s was marked by a nonstop series of acquisitions in a variety of industries, including mining operations and more beer companies. One result of this period was Elliott’s reputation as one of a rising breed of Australian takeover artists, a group whose members included Holmes a Court, media mogul Rupert Murdoch, and Alan Bond (also known as the man who took America’s Cup out of America). The takeover of CUB, the largest in Australia up to that time, also created a substantial debt for Elders. The strategy for reducing the debt was to sell off the unprofitable parts of the various acquired companies at the same time new ones were being sought. For example, by the middle of the decade, there was no longer a Food division at Elders, whereas food was once the company’s core industry. By 1986 the old jam factory in the suburbs of Melbourne, now housing the company’s headquarters, was nearly the only remnant of the old version of Elders. Also dumped were the 350 pubs once controlled by Carlton & United. Among the company’s purchases during the mid-1980s was a 40 percent stake in Roach Tilley Grice & Co., a major Australian stockbrokerage, and a 20 percent interest in Kidston Gold Mines Ltd., both in 1984.

In 1985, Elliott launched a takeover bid for Allied-Lyons PLC, a company four times the size of Elders. Elliott’s initial bid for Allied, a British brewery and food conglomerate in which he already held a 6 percent share, totaled A$2.3 billion, the money coming from a multinational banking syndicate led by Citicorp. The move for Allied reflected a desire on the part of Elders’ management to expand substantially into European markets, prompted by the limitations of Australia’s population of only 15 million. The bid for Allied eventually reached A$2.7 billion, but it was allowed to lapse without achieving its goal. One reason for the failure of the takeover attempt was Allied’s merger with the Canadian liquor company Hiram Walker, which was itself fending off a takeover bid. Meanwhile, Elliott once again became involved in a raid orchestrated by Holmes a Court, this time saving Broken Hill Proprietary Co. (BHP), Australia’s largest corporation, from a hostile takeover. With Holmes a Court’s Bell Resources in control of 18 percent of BHP in the midst of its unfriendly bid, Elliott suddenly came up with about 19 percent of that company over the course of just a few hours and was invited to join BHP’s board. Though grateful for Elliott’s assistance in warding off the raid, BHP in turn purchased 19 percent of Elders in order to preclude the possibility of that company launching a BHP takeover attempt of its own. Before 1986 was over, Elders became the first foreign company to own a major British brewery when it acquired not Allied-Lyons, but Courage Brewing Ltd., England’s sixth largest brewer. Elders paid A$2.1 billion for the brewery and the 5,000 pubs the company also controlled. This purchase greatly expanded the presence of Foster’s beer in Europe. Previously there had been a licensing agreement with London brewing giant Watney’s.

By the end of 1985, Elders was selling beer in about 80 countries around the world. The company’s profit for that year was A$112 million, a 73 percent increase over the previous year, on revenues of A$5.4 billion. In 1987, Elders made its first North American beer acquisition, purchasing Carling O’Keefe Breweries, the third largest brewer in Canada, for about A$300 million. By that year, Elders was the world’s number six beer maker. It was a heady time for Elliott in other ways as well. He was a rising star in Australia’s Liberal Party, and his Carlton Football Club won the Australian equivalent of the Super Bowl.

Company Perspectives:

The vision of Foster’s Group Ltd. is Inspiring Global Enjoyment. Whether through beer, wine, spirits, leisure, or property, Foster’s premium products inspire enjoyment around the world. Foster’s mission is to build premium quality, first-choice brands, deliver service excellence to customers and consumers, generate superior returns for shareholders, create an inspiring workplace, and be welcomed in the communities in which we operate.

In 1988, Elders bought the remaining 60 percent of Roach & Co. Ltd., the stock brokerage into which it had bought five years earlier. That year there was widespread speculation that Elders would mount a takeover bid for Anheuser-Busch, which controlled about 40 percent of the beer market in the United States. These rumors were fueled in part by the fact that the Bond Group, the company’s chief rival in its home country, with whom it virtually split in half the Australian beer market, had recently purchased G. Heileman Brewing Co. of Milwaukee, establishing a strong American base of operations. Although Elders held about one percent interest in Anheuser-Busch, no action was taken toward a takeover at that time. Acquisitions had expanded the company substantially over the last half of the decade, from A$7 billion in 1985 to A$17.6 billion in 1989. Net worth multiplied rapidly as well, from A$l 12 million to a peak of A$795 million in 1988 before ending the decade at A$630 million. In 1989, Elders IXL was Australia’s largest conglomerate, but the strains of a decade-long, debt-funded acquisition spree were beginning to show.

Foster’s as Primary Business in 1990

In 1989, Elders merged its North American beer operations (Carling O’Keefe) with Toronto’s Molson Breweries. (In 1998, Foster’s sold its 50 percent interest in Canadian Molson Breweries for A$l.l billion.) At the time of its creation, the joint venture controlled 53 percent of the beer market in Canada. Other events of 1989 reshaped the company’s future and ultimately led to Elliott’s departure from the company he had built into an international empire. Harlin Holdings Group, a private investing firm owned mainly by Elders managers and led by Elliott, bought a 17 percent stake in Elders to secure the company from bids for control by outsiders. Australian regulators ruled that Harlin had to extend its offer of A$3 per share to all shareholders. As a result of this decision, Harlin embarked on what amounted to a takeover campaign for Elders, and ended up with a 56 percent holding in the company. This was a far greater share than the group had intended to purchase, and the Harlin Holdings Group found itself A$2.8 billion in debt.

The solution to this situation, proposed by Elliott, was to spin off the company’s agricultural business as a public company, carry on strictly as a beer operation, and sell off everything else, with proceeds going to the shareholders, the largest of which was Harlin. In addition, Harlin would also sell a portion of its holdings in both the remaining and spun-off corporations. In 1990, Elders began actively disposing of its non-beer enterprises. The company’s paper, mineral, oil, and gas investments were divested in June of that year with the sale of Elders Resources NZFP to Carter Holt Harvey. Other properties that were sold off included the company’s stockbrokerage and investment banking businesses, its North American grain operations, and its holdings in Scottish & Newcastle Breweries PLC. In addition, over 80 subsidiaries were liquidated that year.

While this streamlining process was taking place, Peter Bartels replaced Elliott as chief executive officer of Elders in May 1990. Elliott retained his chairmanship of the company’s board. For the fiscal year ending in June 1990, Elders reported the largest loss in the history of Australian business, A$1.3 billion. Much of the loss was attributable to huge write-offs associated with the company’s ongoing structural overhaul. The losses were particularly disastrous for Elliott’s Harlin Holdings, which had come to rely entirely on dividends from its shares of Elders to make the interest payments on its huge bank debts. Harlin moved to alleviate some of its financial pressure by selling about 20 percent of its holdings in Elders for A$960 million to Japan’s Asahi Breweries Ltd..

In December 1990, the name of Elders IXL was changed to Foster’s Brewing Group Ltd., which better reflected the company’s increasing focus on the beer part of its business. Throughout 1991, the divestment of non-brewing properties continued. Elliott was succeeded as chairman by Neil Clark. Elliott continued as a board member, holding one of the three seats controlled by International Brewing Holdings Pty., the new name for the Harlin Group. International Brewing was still the Foster’s largest shareholder at 38 percent in the early part of 1992, but its dependence on dividends from these shares as its sole source of revenue proved problematic. In March 1992, Peter Bartels resigned as chief executive of Foster’s. His resignation, according to the March 3 issue of the Wall Street Journal, came about because of his opposition to increased dividends, for which Elliott and Clark had been lobbying. Bartels was replaced by Edward T. “Ted” Kunkel, formerly head of the company’s joint venture with Molson.

Key Dates:

1888:: W.M. and R.R. Foster build a large brewery near Melbourne.
1907:: Carlton and United Breweries Proprietary (CUB) is formed when the Foster brothers merge operations with five other breweries.
1981:: Elder Smith is merged into Henry Jones, forming Elders IXL Ltd.
1986:: The company acquires Courage Brewing Ltd., followed by Canada’s Carling O’Keefe Breweries in 1987.
1989:: Carling O’Keefe and Molson form a joint venture, Molson Breweries of Canada.
1990:: John Elliott resigns as chairman and CEO, and Elders IXL changes its name to Foster’s Brewing Group Limited.
1992:: Molson Breweries chief Ted Kunkel becomes CEO.
1996:: Foster’s acquires Mildara Blass, one of Australia’s leading premium wine companies, and Rothbury.
1998:: Foster’s acquires the Austotel hotel chain, making it Australia’s largest operator of hotels.
2000:: Foster’s acquires Beringer Wine Estates for about A$2.9 billion (US $1.2 billion).
2001:: Foster’s merges the Beringer and Mildara Blass wine businesses, renaming the division Beringer Blass Wine Estates; the company removes “Brewing” from its formal name, becoming Foster’s Group Limited.

In June 1992, International Brewing was put into receivership by BHP, to whom it owed over A$l billion. In September of that year BHP became the largest shareholder in Foster’s, with a 32 percent stake in the company. BHP acquired this share from two sources, the security on its own defaulted loans to International Brewing, and by buying the shares controlled by the Vextin syndicate, a group of banks to whom International Brewing had also owed in excess of A$l billion. Elliott, along with the other representatives of International Brewing, made his final exit from the Foster’s board of directors in that month as well. Foster’s reported a net loss for the third year in a row in the fiscal year ending in June 1992. The company lost A$951 million in that year, once again due largely to substantial write-downs, many of which were the results of unsound property loans made by the company’s defunct investment banking branch.

Concentration on Brewing in Mid-1990s

By the mid-1990s Foster’s was a pared-down version of its former self, with sales whittled from a high of A$ 17.6 billion in 1989 to A$7.2 billion in 1994. Under the direction of CEO Kunkel, who had earned a reputation as a skilled brewer and manager while at Foster’s Carling O’Keefe subsidiary in Canada, the company turned its attention from the 1980s upheaval to concentrate on the business of brewing and selling beer.

Kunkel soon found that his work was cut out for him. Although his company controlled enough brands to give it leading shares of the Australian and Canadian markets as well as a number two rank in the United Kingdom, its namesake brand, Foster’s, was struggling at home. Inextricably linked to the conspicuous consumption of the 1980s, the brand quickly fell out of favor in the recession-battered 1990s. In spite of (some analysts claimed because of) expensive marketing campaigns, and as budget-conscious Aussies traded down to cheaper brews, the market share for Foster’s Lager was halved from about 16 percent in 1987 to seven percent by 1993. Perhaps more ominously, Australia’s already-small domestic market was shrinking at an alarming rate due to a combination of demographic, social, and economic factors. Kunkel refused to sacrifice Foster’s profit margin, telling Forbes magazine’s Subrata Chakravarty, “I’m not a discounter, I’m a brand builder.” Fortunately for the company, many of the beer drinkers who remained, opted for another Foster’s brew, Victoria Bitter, making that label the nation’s leading brand by 1993.

Though the company continued to shepherd its namesake brand in the domestic market, it had become clear that Foster’s best opportunities for future growth lay overseas. In 1993 the company launched a concerted effort to gain market share on the United Kingdom’s leading lager, Carting’s Black Label. It was an ambitious goal; at 14 percent of the lager market, Foster’s was a fairly distant second to Black Label’s 19 percent. On the other side of the globe, Foster’s was forging ties to the Chinese beer industry, which was expected to grow at double-digit rates in the mid- to late 1990s. In 1993, Foster’s took a 60 percent stake in the government-owned Huaguang Brewery and created a second joint venture with the Princess Brewery. By 1996 the Australian company had acquired a third Chinese interest, the Tianjin Bohai Brewing Company, as well. However in 1998, to curtail losses and focus on building the Foster’s brand in the Shanghai beer market, Foster’s made public its intention to sell two of its three China breweries.

Foster’s ongoing rationalization program saw the divestment of the U.K. Courage Brewing interests. In 1997, Molson Breweries made moves to begin repurchasing the equity stakes held by Miller Brewing Co. and Foster’s. (The following year, Foster’s sold its 50 percent interest in Canadian Molson Breweries for A$l.l billion. More recently, in 2001, Foster’s and Miller Brewing formed an arrangement called the Foster’s USA partnership, in which Foster’s has a 49.9 percent interest.) Also in 1997, major stakeholders Asahi Breweries and Broken Hill Proprietary announced the impending sale of their stakes in Foster’s. Meanwhile, in 1997, Foster’s became the first foreign brewer to announce plans to establish operations in India. Stepping toward its objective of pursuing high-growth emerging markets in Asia, the company also invested in the Vietnam beer market, purchasing two breweries in that country.

Around this time, Foster’s decided to enter the wine industry and build a significant wine business. The process started with the 1996 acquisition of two Australian winemakers, Mildara Blass and Rothbury. The following year, to fulfill the company’s objective of launching an international wine club business, Mildara Blass acquired the Australian company Cellarmaster Wines, one of the world’s largest wine club operators. The company later purchased wine clubs in the Netherlands and Germany.

A Millennial Move into Wine

The year 2000 heralded an era of dramatic change for Foster’s. That year, Foster’s acquired Beringer Wine Estates, a leading U.S. wine company, in a transaction valued at A$2.9 billion. As a result, Foster’s transformed itself from a beer business with a Wine division into “a global premium-branded beverage company.” Building on its 1996 purchase of Mildara Blass, the Beringer acquisition gave Foster’s access to more than 10,000 acres of vineyard in California, high-end brands such as Meridian and Stag’s Leap, and in the context of slow growth in the company’s core beer business, a chance to expand Beringer brands into Asia and Europe while marketing Mildara brands in the U.S. through Beringer distribution networks. The acquisition significantly affected the company’s composition. Beringer doubled the size of the company’s wine business and increased the portion of its profits from overseas. The acquisition prompted a flurry of discussion about merger activity and global consolidation of the wine industry, as producers sought lower costs and larger, high-growth markets such as Asia. The purchase sealed the Foster’s Group’s drive to build a well-balanced business with strong cash flows, growth prospects, and diversity of investment risk.

In 2001 the company announced the new name and focus of its Wine division: Mildara Blass and Beringer Wine Estates merged to become Beringer Blass Wine Estates. By the fall of 2001 wine was being sold in three channels: the traditional wine trade, clubs, and wine services. In 2000, Foster’s pursued an e-commerce initiative to target the U.S., British, and European markets. The company purchased the U.S. direct-wine marketer Windsor Vineyards and a 25 percent share in Australian e-tailer Wine Planet. The following year, to stem further losses, Foster’s acquired the remaining shares of Wine Planet, and folded the operation into its existing group of wine clubs. In 2001, Beringer Blass added International Wine Accessories to its portfolio.

In April 2001, Foster’s announced its intention to change its name from Foster’s Brewing Group to Foster’s Group Limited. Removing the “Brewing” reflected the company’s composition of businesses—beer, wine, and leisure property. At the time, Australian companies were making news by expressing interest in U.S. wineries; for instance, Foster’s rival Lion Nathan expanded into wine and the Australian conglomerate Southcorp revealed interest in the U.S. market. On June 5, 2001, Becky Gaylord of the New York Times linked the trend of Australian acquisitions with Foster’s name change, and noted that the company puts US$6.00 of every US$10.00 it invests into wine. In the latter half of 2001, Foster’s pursued “bolt-on” acquisitions that could add immediate value, including Etude Wines in Napa Valley. Meanwhile, Foster’s planned to sell up to 50 hotels over the next three years to improve returns in its Australian Leisure and Hospitality division.

At the company’s 2001 General Meeting in October of that year, Kunkel described the company as “battle ready” to address uncertain times. Kunkel warned that Foster’s might not be immune from the economic fallout in the United States after the events of September 11. But, he said, the company’s strategy of achieving product and geographic diversity would spread business risk. Looking at the state of the company, Kunkel said Foster’s had achieved a better split between its beer, wine, and leisure businesses, and a better mix of strong cash and growth businesses. Beringer Blass was producing more than 15 million cases of premium wine a year, and was at that point the world’s third largest premium wine company by earnings. Meanwhile in Asia, the company had reached a break-even cash position for the first time, and the region would remain a key part of the company’s goal to establish Foster’s as a global brand. At the meeting, Kunkel emphasized, “What we are about is inspiring global enjoyment.” Fittingly, in the beginning of 2002, Foster’s was on the cusp of launching its signature beer in Paris, a market it had been eyeing for several years.

Principal Subsidiaries

Australian Leisure and Hospitality (Liquor Shops and Hotels); Beringer Blass Wine Estates; Bourse du Vin International (Wine Club, the Netherlands); Cellarmaster Wines Pty. Ltd. (Wine Club); Carlton and United Breweries Limited; The Continental Spirits Company; Foster’s USA (U.S.; 49.9%, Beer Distribution); Heinrich Maximillian Pallhuber (Wine Club, Germany); The Lens worth Group Limited (Investments); Windsor Vineyards (Direct-Wine Marketer, U.S.).