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  21/04/2005
Recommended Offer by Pernod Ricard SA for Allied Domecq Plc

�� Creating the second largest Wine & Spirits group worldwide
�� 20 brands among top 100 global spirits brands
�� A new leader in the premium wine market
�� Expected pre-tax cost synergies of approximately €300 million per year
�� €4.1 billion (£2.8 billion) proposed transaction with Fortune Brands �� A 36% per cent. premium for Allied Domecq shareholders
�� A transaction expected to be earnings accretive in the first year, excluding non recurring items

The board of Pernod Ricard S.A. (“Pernod Ricard”) announced today that it has reached agreement on the terms of a recommended offer by Pernod Ricard to acquire the entire issued and to be issued share capital of Allied Domecq (“Allied Domecq” or “the Company”) (the “Offer”). The terms of the Offer value each Allied Domecq share at 670 pence (based on a price of €116 for each Pernod Ricard share) and the existing issued share capital of Allied Domecq at approximately €10.7 billion (£7.4 billion). Under the basic terms of the Offer, Allied Domecq shareholders will receive 545 pence in cash and 0.0158 new Pernod Ricard share for every Allied Domecq share. The Offer will include a mix and match facility. The Offer represents a premium of approximately 36.2 per cent. to the closing price of 492 pence for each Allied Domecq share on 3 February 2005 (being the last business day prior to the speculation surrounding a potential offer for the Company) and 24.8 per cent. to the closing price of 537 pence for each Allied Domecq share on 4 April 2005 (being the last business day prior to the announcement by Allied Domecq that it was in preliminary discussions with Pernod Ricard regarding a possible offer for Allied Domecq). The Board of Allied Domecq unanimously recommends Allied Domecq shareholders to vote in favour of the Offer, as they have undertaken to do in respect of their own beneficial shareholdings. Pernod Ricard will retain the majority of the Allied Domecq business, including many of the core spirits brands such as Ballantine’s, Beefeater, Kahlua, Malibu, Stolichnaya and Tia Maria, and premium wines such as Montana, Mumm (including Mumm Cuvée Napa) and Campo Viejo. Pernod Ricard will also acquire several leading local brands, including Imperial in South Korea, Wiser’s in Canada and Presidente in Mexico.

The acquisition of Allied Domecq will transform Pernod Ricard into the number two player globally and the number one spirits company outside the US and a new leader in the premium wine market. Its brand portfolio will include 20 brands featured in the Impact International (March 2005) list of top 100 global brands. The brands to be acquired are the perfect complement to Pernod Ricard and will strengthen the group’s portfolio in quality brands, clear spirits, liqueurs and premium wines categories. This transaction will also significantly reinforce Pernod Ricard in key markets such as the US, the UK, Mexico, Canada and South Korea. This strengthened portfolio and reinforced global reach should allow Pernod Ricard to deliver enhanced profit and margin growth in the coming years. In connection with the Offer, Pernod Ricard has agreed to sell certain Allied Domecq brands, production and distribution assets in addition to Pernod Ricard’s Larios brand to Fortune Brands Inc. (“Fortune Brands”) for approximately €4.1 billion (£2.8 billion) in cash. The Allied Domecq assets which Fortune Brands is acquiring include Canadian Club, Courvoisier, Maker’s Mark, Sauza and Laphroaig spirits brands, California wines, including the Clos du Bois brand, and Allied Domecq distribution networks together with the main local brands in Spain (DYC, Centenario, Castellana, Fundador), in the UK (Harvey’s, Cockburn, Teacher’s) and in Germany (Kuemmerling, Jacobi). The transaction with Fortune Brands is conditional only upon completion of the Offer and the transfer of these assets to Fortune Brands is expected to take place within six months of completion of the Offer. The transaction is expected to be significantly earnings enhancing (excluding non recurring items) for Pernod Ricard (3), including through the realisation of significant distribution and production synergies. Pernod Ricard expects that within three years, it will be able to achieve pre-tax gross cost synergies of approximately €300 million (1). Pernod Ricard will borrow approximately €9 billion of debt financing from a group of lenders including JPMorgan, Morgan Stanley, Royal Bank of Scotland, BNP Paribas and Société Générale. The debt financing will be used to refinance part of Pernod Ricard and Allied Domecq’s existing indebtedness and to provide working capital to the enlarged group, in addition to funding part of the cash element of the consideration due to Allied Domecq shareholders under the terms of the Offer. In connection with the Offer, Pernod Ricard will also issue approximately 17.5 million new Pernod Ricard shares to Allied Domecq shareholders. These shares will represent approximately 20 per cent. of the enlarged share capital of Pernod Ricard. A General Meeting of Pernod Ricard shareholders will be convened to approve the issuance of the new Pernod Ricard shares to Allied Domecq shareholders in connection with the Offer. Completion of the Offer is subject to the consent of the relevant competition authorities. Pernod Ricard estimates that the Offer should be completed within 3 to 4 months and the transfer of selected assets to Fortune Brands within 6 months of completion of the Offer.

Commenting on the Offer, Patrick Ricard, Chairman and Chief Executive Officer of Pernod Ricard, said: “I would like to say how excited we are by this transaction, which is a new major strategic step in Pernod Ricard’s development. I believe that Allied Domecq’s magnificent portfolio of brands has a great future within our Group. We at Pernod Ricard look forward to working with the employees of Allied Domecq to realise the strong potential that exists to grow our enlarged business.” Commenting on the Offer, Norm Wesley, Chairman and Chief Executive Officer of Fortune Brands, said: “We see the purchase of these exceptional, complementary brands as an excellent high-return growth opportunity that will fill gaps in our portfolio and take our very profitable spirits and wine business to the next level. These brands and distribution assets will significantly enhance our spirits and wine business by elevating our entire portfolio, supporting growth of our existing brands, expanding our scale in key markets and creating valuable distribution efficiencies.” Pernod Ricard is being advised on this transaction by JPMorgan and Morgan Stanley. Deutsche Bank is acting as corporate broker to Pernod Ricard in the context of the transaction. The legal advisors to Pernod Ricard are Macfarlanes, Darrois Villey Maillot Brochier, Debevoise & Plimpton and Gide Loyrette Nouel. Ernst & Young is advising on tax matters.
 
     
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