Coopers put “not for sale” sign into window

The family that controls South Australia’s Coopers Brewery, Australia’s major privately-owned brewer, has quietly changed the company’s century-old constitution, which could make it almost impregnable to a hostile takeover, Australian media reported in October 2014.

As Coopers is not listed, its 140 odd shareholders, of whom 90 percent are linked, via birth or marriage, to the brewery’s 19th century founder, Thomas Cooper, have an internal market to trade their shares to other family members with the price of the stock determined by a valuer.

The recent amendment to the constitution now means that the valuer must ignore any offers at the time made by parties who are not members of the company (like an outside suitor) when determining the “fair value” of Coopers’ shares.

The valuer can decide upon a share price strictly confined to the commercial value of the business, its profit projections and balance sheet, and ignore any takeover premium on the table.

It is hoped that these changes should dampen the appetite of any suitor.

Coopers’ Managing Director, Tim Cooper, told Australian media that Coopers was not completely immune to a takeover bid, but conceded that outsiders might view any future takeover as now much harder to succeed.