Shareholders of Fraser and Neave Ltd (F&N) voted in favour of selling the Singapore conglomerate's beer business, Asia Pacific Breweries Ltd (APB) , to Heineken NV in a $6.3 billion (3.87 billion pounds) deal.
Shareholders did not approve a capital reduction plan by F&N's board. The plan to use the proceeds of the Heineken deal to pay out S$4 billion (2.0 billion pounds) to shareholders needed 75 percent support but got backing from only 54.3 percent.
The vote on the APB stake sale on Friday formally ends a two-month battle between Heineken and companies linked to Thai beer baron Charoen Sirivadhanabhakdi for the control of the Tiger beer maker. The Thai firms, collectively the biggest shareholder of F&N, had previously offered to take over APB.
The approval was a formality after Charoen's firms, including Thai Beverage PCL , said last week they would vote in favour of the sale of F&N's 40 percent stake in APB to the Dutch brewer.
The Thai group, which owns a combined 30.7 percent stake in F&N, is now making a $7.2 billion (4.43 billion pounds) bid to take over the Singapore conglomerate, which also has interests in soft drinks, dairy products, property and publishing.
Heineken, already the owner of nearly 56 percent of APB through an 81-year-old venture with F&N, has sought full control of the brewer to benefit from Asia's fast-growing beer market.
F&N officials told shareholders that the conglomerate will seek to expand its other businesses after the sale of APB.
Chairman Lee Hsien Yang, responding to criticism about the Thai offer price for F&N of S$8.88 per share, said the board needs to study it first.
Shareholder activist Mano Sabnani had earlier described the Thai offer as "lacklustre."
"My view is the breakup value of F&N is about S$10 and I think most analysts would agree with me," Sabnani said.
F&N's second-biggest shareholder is Japan's Kirin Holdings Co Ltd <2503.T>, which bought the stake in the conglomerate for S$6.50 a share from Singapore state investor Temasek Holdings Pvt Ltd in 2010.
Kirin is now considering selling its nearly 15 percent stake in F&N, sources with direct knowledge of the matter said on Friday.
The Japanese brewer is exploring several options, including a sale to Thai Beverage or selling the stake to another potential buyer at a higher price, one of the sources told Reuters.
Kirin had said previously it was interested in F&N's food and non-alcoholic drinks business.
F&N's third-largest shareholders are two units of British insurer Prudential PLC .
(With reporting by Saeed Azhar in SINGAPORE, Ritsuko Shimizu and James Topham in TOKYO and Chris Jonathan Peters in BANGALORE; Editing by John O'Callaghan and Ryan Woo)