Denmark’s second largest brewing group Royal Unibrew A/S continues its shopping spree. After buying Denmark’s oldest family-run brewery, Bryggeriet S. C. Fuglsang including its non-alcoholic subsidiary Mineralvandsfabrikken Frem in June last year (inside.beer, 18.6.2021); Solera Beverage Group, one of the largest beverage groups in the Nordics, specializing in imports of wine, spirits, beer and other alcoholic and non alcoholic beverages in September 2021; and most recently Aqua d’Or, the leading Scandinavian mineral water producer from Danone (inside.beer, 16.11.2021), Royal Unibrew announced today to have entered into an agreement to acquire full ownership of Hansa Borg Bryggerier.
Hansa Borg is Norway’s second largest brewery and beverage company with four breweries and one bottling plant throughout the country and products ranging from beers to ciders, soft drinks, waters and wines for the Norwegian market. The group consists of the Borg Brewery in Sarpsborg, the Christiansands Brewery in Kristiansand, the Hansa Brewery in Bergen and a production and bottling plant for Olden natural mineral water in Oldedalen in Nordfjord. In autumn 2013, the small brewery Nøgne Ø, based in Grimstad, became part of the brewery family and in autumn 2021 Hansa Borg signed an agreement to take over Vinestor - one of Norway's leading wine importers
For nearly 20 years, Royal Unibrew already owns a 25% stake in Hansa Borg. Thus, the agreement to buy the remaining 75% of Hansa Borg Bryggerier, will result in a 100% ownership of the company.
With the planned takeover of Hansa Borg, the two largest and dominant Norwegian brewery groups will now be in Danish hands. Norway's largest brewery group, Ringnes, has already been part of the Danish Carlsberg Group for more than 20 years.
The Norwegian beverage market is attractive, and – according to a media statement of Royal Unibrew - the acquisition of Hansa Borg Bryggerier is strategically very important for the company’s Norwegian business. Together with Solera Beverage Group, which Royal Unibrew acquired in September 2021, the intended acquisition will create a strong multi beverage market position for Royal Unibrew in Norway.
CEO of Royal Unibrew, Lars Jensen, says “I am very pleased to announce that we have entered into an agreement to acquire Hansa Borg Bryggerier and we look forward to welcoming our new colleagues to Royal Unibrew. We have been minority shareholders in Hansa Borg Bryggerier since 2002 and have for a long period of time wanted to expand our partnership for mutual interest. I am happy that it has finally succeeded and look very much forward to developing Hansa Borg Bryggerier into the leading multi beverage provider in Norway”.
“I am pleased that Royal Unibrew will become the new owner of Hansa Borg Bryggerier. With a strong industrial owner as Royal Unibrew behind us, we will get access to a lot of insight and resources that I am sure will strengthen our position in the market even further as well as ensuring that we have the necessary investment power for the future. I am convinced that the new ownership structure will create significant synergy effects”, says CEO of Hansa Borg Bryggerier Lars Giil.
The transaction is based on an enterprise value of NOK 3.3 billion (USD 374m) for 100% of Hansa Borg Bryggerier with close to zero debt at the time of signing. Prior to the transaction Royal Unibrew owns 25% of Hansa Borg Bryggerier, meaning that the net amount paid in this transaction is 75% of the enterprise value, i.e. NOK 2.5 billion (USD 283m).
According to the agreement, 10% of the payment, corresponding to NOK 231 million (USD 26m), will be paid in cash in connection with closing of the deal, while the remaining 90% of the payment will be paid in Royal Unibrew shares. It has been agreed that the share payment will consist of 2,194,257 shares, which will be a mix of 794,257 treasury shares and 1,400,000 new shares. The issue of the 1,400,000 new shares has been adopted by Royal Unibrew’s Board of Directors at a board meeting today pursuant to an existing authorisation given to Royal Unibrew’s Board of Directors by the Annual General Meeting. The price per new share is DKK 759 (USD 115.9), equivalent to the average closing price for Royal Unibrew’s shares during the period 3 - 6 January 2022. The new shares will be subscribed for by the seller at closing of the deal and entitle the shareholder with shareholders’ right from the time of registration.
The final enterprise value for accounting purposes will be determined at closing of the deal as the value of the consideration will depend on Royal Unibrew’s share price at the closing date. The transaction and share issue ensure that Royal Unibrew’s capital structure remains strong and with financial flexibility.
The transaction will lead to a revaluation of the 25% ownership that Royal Unibrew has in Hansa Borg Bryggerierne at closing and will lead to an extraordinary profit in 2022 of around DKK 0.4 billion (USD 61m) booked under income from associated companies below EBIT.
Hansa Borg Bryggerier is expected to generate normalized revenue in 2022 of around NOK 1.4 billion (USD 158m) with a normalized EBITDA of around NOK 210 million (USD 24m), resulting in an acquisition multiple (EV/EBITDA) of 16 times. The ROIC for Royal Unibrew’s Norwegian activities are expected to exceed WACC in 2 years from closing.
Closing of the transaction is pending approval from the Norwegian Competition Authority which is expected during H1 2022.
As a result of the acquisitions made during the past months, Royal Unibrew has decided to change reporting segmentation. The new segmentation will take effect from 1 January 2022. New segmentation will be Northern Europe, Southern Europe and International. Northern Europe will include Finland, Norway, Sweden, the Baltic countries, Denmark and Germany. Southern Europe will include Italy and France, whereas International will continue being the businesses outside of these key markets. The annual results for 2021 will be reported in accordance with the old segmentation. We will provide historical comparative numbers for the new segmentation ahead of Q1 2022, which will be announced on 28 April 2022.