LA CROSSE, WIS., SEPT. 23 -- G. Heileman Brewing Co. accepted a friendly $1.22 billion buyout by Australia's Bond Corp. Holdings Ltd. today that would create the world's fourth-largest brewery and preserve Heileman's autonomy and identity.

The agreement calls for Bond to purchase outstanding Heileman shares at $40.75 a share, a price Heileman and others said was driven up from an original $38-per-share offer by state antitakeover laws adopted last week.

Heileman Board Chairman Russell G. Cleary, who is expected to join Bond's board of directors, said the merger "is what's best for the employes, the state of Wisconsin and the shareholders."

The agreement provides that Heileman maintain operations in Wisconsin and corporate headquarters in La Crosse. It also calls for Heileman to honor all agreements with workers, distributors and vendors.

"Heileman drove an extremely tough bargain," Peter Beckwith, chief executive officer of Bond Corp., told a news conference.

Gov. Tommy G. Thompson, who signed last week's legislation, said he would have preferred that Heileman remain a locally owned corporation but was pleased that a hostile takeover was averted.

"Without the legislation, there would have been no agreement," he said. "Now, Heileman will continue to be domiciled in Wisconsin."

Heileman's board had rejected Bond's original offer and sought the legislation designed to discourage a hostile takeover.

Heileman, the nation's fourth-largest brewer with plants in several states, employs about 3,000 people in Wisconsin, mostly in La Crosse and Milwaukee. It also has a large bakery operation.

The company has an 8.9 percent share of the domestic beer market, with 12 brand names that include Old Style, Lone Star and Black Label.

Cleary, who will be chief executive of Heileman and will run all of Bond's North American activities, agreed that the favorable merger agreement could not have been possible without the added "bargaining chip" of the Wisconsin legislation.

The company's stock, which traded as high as $42.50 a share earlier this month on the expectation of a bidding struggle, fell in heavy trading after the agreement was announced, with many speculators unloading large blocks they had hoarded. In closing trading on the New York Stock Exchange, Heileman lost 12 1/2 cents to $40.50.

Jerry Steinman, publisher of Beer Marketer's Insights, a trade publication, said he considered Bond's latest offer too high because some of Heileman's brands and markets have declined in sales in the past year.

"It is obvious {Bond} wants the brewery. At this time it is unclear what Bond plans do with the company," he said.

Analysts said it's possible Bond, Australia's second-largest brewer, will seek to make Heileman a major national brand in the United States and do battle with No. 1 Anheuser-Busch of St. Louis and No. 2 Miller Brewing Co. of Milwaukee.

A top Bond official said Heileman brands would definitely be marketed around the world.

In a Sept. 3 letter to Cleary, Chairman Alan Bond said he planned to boost Heileman into foreign markets.

Bond has 45 percent of the market in Australia and is a major exporter in Britain, Japan, Asia and the Middle East.

The takeover would allow Bond to bring its Swan beer into the Heileman distribution system.

The corporation is owned and operated by industrialist Alan Bond, who is best known as the wealthy sailor who financed Australia's successful challenge that took the America's Cup from the United States in 1983