Baker McKenzie, Linklaters lead on Carlsberg’s £3.3bn Britvic acquisition

Bakers counsels Carlsberg in deal to help Danish brewer expand beyond beer

Baker McKenzie is advising Carlsberg in its £3.3bn acquisition of British soft drinks-maker Britvic, which is being repped on the matter by Linklaters. 

The deal comes as drinkers in some markets swap beer for spirits or cut back on drinking altogether and will help Carlsberg to grow its presence beyond beer. It will also combine two major bottlers of PepsiCo’s soft drinks. 

Carlsberg clinched the deal with an offer of 1,315 pence per share – made up of cash and a special dividend of 25 pence a share – after Britvic rejected two lower offers from the brewer last month.

The Bakers team advising on the deal is led by London corporate partner Nick Bryans and included partner James Thompson (corporate); Ben Wilkinson (banking and finance); Steve Holmes (commercial); Carl Richards (employment and benefits); Jonathan Sharp (pensions); and Natalie Ellerby (IP). 

Last year Bryans also led a Bakers team that advised Carlsberg on the sale of its Russian subsidiary, Baltika Breweries, and the separation of the business from the rest of the Carlsberg Group. The sale ran aground last July when management of the business was taken over by the Kremlin, in a move that prompted Carlsberg Group CEO Jacob Aarup-Andersen to say its business had been “stolen”. Carlsberg announced last October that it had terminated its business in Russia and has subsequently been locked in a licensing dispute with Baltika. 

Meantime the Linklaters team acting for Britvic is led by corporate partners Iain Fenn and Jonathan Sadler, alongside managing associate Meila Burgess, and global head of employment and incentives, Alexandra Beidas. The firm has advised the drinks maker for more than a decade on matters including a share buyback programme and the renegotiation of a £300m banking facility. 

In a statement to the stock exchange on Monday, Carlsberg said Britvic’s board unanimously recommended the deal, which would create a new enlarged group named Carlsberg Britvic.

For its part Britvic has 39 brands across 100 countries, including J20 and Robinsons. It also has an exclusive licence with PepsiCo in the UK and Ireland to make and sell Pepsi Max, 7UP, Lipton Ice Tea and Rockstar Energy. The deal has the support of PepsiCo and is set to make Carlsberg Britvic the largest PepsiCo bottling partner in Europe. 

Aarup-Andersen said the deal would combine Britvic’s soft drinks portfolio with Carlsberg’s strong beer portfolio and route-to-market capabilities, creating an “enhanced proposition” across the UK and markets in Western Europe.

“We are committed to accelerating commercial and supply chain investments in Britvic, and we are confident that Carlsberg Britvic will become the preferred multibeverage supplier to customers in the UK with a comprehensive portfolio of market-leading brands,” he added. 

Carlsberg said the deal would enhance its top- and bottom-line growth profile in Western Europe and significantly increase the level of cash flow it generates in the region. The brewer expects the deal to create annual cost savings of around £100m over five years, including through economies in overheads and procurement and supply chain efficiencies. 

The deal will need the backing of 75% of Britvic investors in a shareholder vote, expected to be held at a general meeting in the coming months. 

Nomura is acting as sole financial advisor to Carslberg on the matter; an Ashurst team led by partners Tim Rennie (banking) and Tom Mercer (corporate) is advising Nomura. Morgan Stanley is acting as financial advisor to Britvic. 

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