SCOTTISH & NEWCASTLE’s pension-fund trustees have appointed a heavyweight adviser to protect its interests ahead of an expected £7.8 billion takeover bid from rival brewers Carlsberg and Heineken.

Penfida Partners has been drafted in by the trustees, who look after S&N’s £2.6 billion pension liabilities. Penfida is the boutique that managed to wrest an additional extra £1 billion from Alliance Boots’ new owners and advised the trustees of J Sainsbury who proved a stumbling block for a Qatari takeover of the supermarket chain.

The shortfall in the S&N pension fund was £280m, according to the latest set of accounts. Sources said much of the responsibility for meeting the pension liabilities would fall on Heineken, which would take on the UK assets of S&N in the event of a successful bid.

Last week S&N opened talks with the consortium towards securing an 800p-per-share offer. On Friday the shares closed at 765.5 p, up from 605p three months ago.

The 800p offer represented the third time the consortium had raised its bid. The two continental brewers had originally offered 720p before returning with offers of 750p and 780p, all of which were rejected. Last week, Tony Foster, investment director at Scottish Widows, one of the biggest shareholders in S&N, said the latest offer appeared "compelling". He added: "Against a backdrop of tough trading conditions and rising input costs, the S&N board have done well to push the consortium to add a further 20p to their offer."

One potential sticking point is the payment of the 2007 dividend to S&N's shareholders, expected to be about 15p. Sources close to the bidding consortium insist that the dividend will have to be funded from the 800p offer.

There remains a possibility that the asking price could go higher still as speculation has begun to swirl about a possible counter-bid for Britain's biggest brewer. So far, this has centred on Anheuser-Busch, the maker of Budweiser, and some think the US beermaker could team up with Belgian rival InBev, which owns Stella Artois, to launch an offer. Executives from Anheuser are due to fly to Belgium this week to meet their counterparts, although InBev played down the talk and insisted this was a routine meeting.

A spokesman said: "As part of our normal business process, InBev and Anheuser executives have regular meetings to discuss the status of our agreements in the US, South Korea and Canada. Such a meeting is scheduled to happen next week. This meeting was planned months ago."

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