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18 March 2004

Spaten's Transformation from Limited Partnership to a Corporation

Spaten's higly complex capital structure as a publicly traded limited partnership does not suit the profile of a modern real estate company.

In our analysis last September, we discussed that a new era had started. Preparations for the modernization have been long in works, even if Spaten takes its time for each step. At last year's shareholder meeting, a restricted capital increase was approved. It said at the time: "The restricted increase of the base capital is necessary to create the [..] capital that will allow the personally liable partner with paid-in capital to take advantage of his right to convert, at his discretion, his paid-in capital into shares [..]"

In simpler terms, this means: we want to convert our general partner interest into shares. Under certain conditions, this conversion by the general partners can take place tax free: applicable taxes only need to be paid upon the sale of the shares. We expect that a large part of the general partners' interests have been converted into shares over the course of the past couple of months.

At the same time, Spaten's managing director Dr. Jobst Kayser-Eichberg has no rush to abandon the limited partnership structure right away. The current structure provides him with more flexibility while administering the separation from the brewing business.

We hope that at this year's annual shareholder meeting on 19 April, our assumption will, if not confirmed, - at the very least - not be denied. This would allow the shareholders to clearly recognize that the substantial inner value of Spaten will be held in a modern, transparent firm. This should also bring Spaten's share price susbtantially closer to its inner value, which - according to our estimates - is significantly higher than the current share price (please see our analysis from last September).

If you have further questions, please contact us.

Axel Merk
Merk Investments


Analyst Disclosure: Axel G. Merk, his family, Merk Investments as well as Merk Investments' clients hold Spaten shares.

Risk Disclaimer: Investments in the stock market is associated with a variety of risks. This is not a direct buy recommendation. Aside from the typical risks associated with shares, please note that Spaten is a publicly traded limited partnership ("Kommanditgesellschaft auf Aktien KGaA"), which might impact the valuation. Also note that trading liquidity of Spaten shares is traditionally low. Also be aware that a large portion of shares outstanding are held by very few parties.

© 2003 Merk Investments LLC.

Merk Investments LLC, http://www.merkinvestments.com/, is an independent investment advisor registered with the US Securities and Exchange Commission ("SEC"). Address: 555 Bryant St #455, Palo Alto CA 94301, USA. Phone USA (877)270 6999; CH 0 800 883 300; DE 0 800 181 0473; AT 0 800 281 332.



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