Norway’s second largest brewery and beverage company Hansa Borg Bryggerier is now fully owned by Royal Unibrew. For about 20 years, Royal Unibrew owned a 25% stake in Hansa Borg. The Danish brewing group informed today that the acquisition of the remaining 75% of Hansa Borg which was already announced in January (inside.beer, 7.1.2022) is now finalized.
After an in-depth review, the Norwegian competition authority had approved the acquisition on May 13 and the sales agreement was now executed.
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. Together with Solera Beverage Group, which Royal Unibrew acquired in September 2021, Hansa Borg will create a strong multi-beverage market position for Royal Unibrew in Norway, according to a media release today.
CEO of Royal Unibrew, Lars Jensen, says “I am very pleased to announce that we have now finalized the deal, and we look forward to welcoming our new colleagues to Royal Unibrew and start the long-awaited journey to create the leading multi-beverage provider in Norway. We will now start the integration, and together, we are going to grow the business and bring even more products and value to our customers, consumers and partners”.
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. With the current share price (580) the enterprise value for 100% of the company is NOK 2,6 billion (USD 272 million).
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 tax-free profit in 2022 of around DKK 0.4 billion (USD 58 million) booked under financial income below EBIT.
Hansa Borg Bryggerier is expected to generate normalized full-year revenue in 2022 of around NOK 1.4 billion (USD 146m) with a normalized EBITDA of around NOK 210 million (USD 22m) , resulting in an acquisition multiple (EV/EBITDA) of 12.4 times at closing. The ROIC for Royal Unibrew’s Norwegian activities are expected to exceed WACC in 2 years from closing.
According to the agreement, 10% of the payment, corresponding to NOK 231 million (USD 24m), will be paid in cash, 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 (issued at the price fixed at signing of DKK 759 (USD 109) per share of a nominal value of DKK 2 (USD 0.29), cf. company announcement no. 01/2022). The capital increase has been approved by the Board of Directors pursuant to the authorization in section 2a7 of Royal Unibrew A/S’ articles of association.
The capital increase corresponds to 2.87% of the share capital in Royal Unibrew A/S. After the capital increase, the share capital of Royal Unibrew A/S amounts to DKK 100,400,000 (USD 14m) nominal value divided into 50,200,000 shares of nominally DKK 2 (USD 0.29) per share, and each share carries one vote, i.e., the total number of voting rights is 50,200,000.
The capital increase is completed without pre-emption rights for Royal Unibrew A/S’ existing shareholders and will entitle the new shareholders with shareholders’ rights from the time of registration. The increase of the share capital is expected to be registered with the Danish Business Authority shortly. The new shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen with 31 May 2022 as the first trading day.