India/Nepal/Singapore: Carlsberg Receives Green Light to Buy Out Partner in India and Nepal

The Competition Commission of India has granted its approval for the proposal of Carlsberg Breweries A/S to acquire the remaining 33.33% in Carlsberg South Asia Pte Ltd, headquartered in Singapore, which holds 100% of Carlsberg’s India business and 90% of Nepal. The stake belongs to CSAPL Holdings Pte Ltd (CSAPLH), which is controlled by Singapore resident C P Khetan and his Nepal-based Khetan Group.

The deal has been cleared under the green channel route, which is specifically designed for transactions with minimal risk of adversely affecting competition.

Serious disagreements between Carlsberg and CSAPLH have been ongoing for years, leading to allegations of breaches related to shareholder agreements and governance matters. CSAPLH had offered to sell its stake but previously demanded an amount that Carlsberg deemed "unreasonably high" and not reflecting the shareholding's fair value.

An arbitration process in Singapore last year ruled CSAPLH to be in "incurable material breach of the shareholders' agreement" suggested to end the partnership. (, 17.8.2022) Consequently, Carlsberg was instructed to proceed with a purchase option (call option), while its partner was directed to explore a sale option (put option). Following this directive, both parties independently engaged international evaluators.

The culmination of their assessments resulted in an agreed-upon average valuation of USD 744 million. Consequently, CSAPLH put a formal notice to sell its entire stake to Carlsberg for USD 744 million.

Despite these internal disputes, Carlsberg's India business achieved substantial growth in 2022, with over 30% volume growth and mid-single-digit revenue growth, driven by the success of premium brands such as Carlsberg and Tuborg.

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