Offers 1,315 pence for each Britvic share (Il Sole 24 Ore Radiocor) - Copenhagen, 08 Jul - Danish beer company Carlsberg said it has reached an agreement to buy UK soft drink maker Britvic for 3.3 billion pounds and an implied enterprise value of 4.1 billion pounds.

Carlsberg will offer 1,315 pence for each Britvic share comprising 1,290 pence in cash for each Britvic share and a special dividend of 25 pence per share that is expected to be paid by Britvic prior to the effective date.

The consideration represents a premium of approximately 36% to the closing price per Britvic shares on June 19, 2024, being the closing price on the day prior to speculation around a possible offer, and 47% to the volume-weighted average price per Britvic share of 897 pence for the three months to June 19, 2024. It also represents an implied enterprise value multiple of approximately 13.6 times Britvic's reported adjusted EBITDA of 303 million pounds for the 12 month period ended March 31, 2024.

The Britvic directors, who have been so advised by Morgan Stanley and Europa Partners as to the financial terms of the acquisition, said they consider the terms of the acquisition to be fair and reasonable and therefore intend to recommend unanimously that Britvic shareholders vote in favour of the Scheme.

Carlsberg has separately agreed to acquire Marston's 40% stake in Carlsberg Marston's (CMBC) for 206 million pounds, conditional only on the approval of Marston's shareholders, thereby becoming the sole owner of CMBC.

CMBC has a strong portfolio of beer brands alongside a strong distribution and logistics network. Marston's will remain an important partner for the new enlarged business, and the long-term Drinks Supply and Distribution Agreement between Marston's and CMBC will remain in place on substantially the same terms to ensure availability of CMBC's brands across Marston's pub estate. The CMBC transaction is expected to close in the third quarter of 2024.

Carlsberg intends to create a single integrated beverage company in the United Kingdom, to be named Carlsberg Britvic.

Carlsberg intends that Carlsberg Britvic shall be led by a management team comprised of individuals from each of Carlsberg, CMBC and Britvic. The enlarged business will have a portfolio of leading brands across the beer and soft drinks categories. Carlsberg envisages that a phased integration will start as soon as practicable after completion of the acquisition and in conjunction with the post-completion review.

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