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Mon 8th Jul 2024 - Update: Britvic agrees terms for sale to Carlsberg, Marston’s to dispose of 40% stake in brewing JV |
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Britvic agrees terms for sale to Carlsberg in deal which values it at up to £4.1bn, expected to be completed by first quarter of 2025: Soft drink maker Britvic has agreed terms for a sale to Carlsberg in a deal which values it at up to £4.1bn, and which is expected to be completed by the first quarter of 2025. Britvic last month rejected a £3.1bn takeover move by the Danish brewing giant, with one of Britvic’s major investors, Aviva, telling Carlsberg to raise its bid. The boards of Carlsberg and Britvic have now reached agreement on the terms of a recommended cash offer to acquire the entire issued and to-be-issued ordinary share capital of Britvic. The acquisition values the entire issued and to-be-issued ordinary share capital of Britvic at approximately £3.3bn on a fully diluted basis and an implied enterprise value of approximately £4.1bn. Britvic shareholders would be entitled to receive 1,315 pence for each Britvic share. The Britvic directors, who have been advised by Morgan Stanley and Europa Partners, have said they consider the terms of the acquisition to be fair and reasonable. Accordingly, they intend to recommend unanimously that Britvic shareholders vote in favour of the scheme. Carlsberg has today separately agreed to acquire Marston’s minority stake in Carlsberg Marston’s on the approval of Marston's shareholders (see separate story) as it intends to create a single integrated beverage company in the UK, to be named Carlsberg Britvic. Carlsberg intends the enlarged business will “be able to take advantage of the highly synergistic relationship between beer and soft drinks, including within the areas of procurement, production, warehousing and distribution to increase efficiency and better serve customer needs”. Carlsberg’s portfolio of soft drinks currently accounts for approximately 16% of total Carlsberg Group volumes and 27% of volumes in Western Europe. As Carlsberg has no local company presence in Ireland, it intends to retain Britvic Ireland on an as-is basis. Carlsberg has formed a preliminary view that the integration of Britvic could deliver annual cost savings and efficiency improvements in the region of £100m (in the region of £75m on a post-tax basis), which Carlsberg expects to be delivered over the five years following completion of the acquisition. Of these, Carlsberg expects to realise approximately £80m (in aggregate) by the end of 2027. Carlsberg expects the acquisition will be accretive by mid-single-digit percentages to adjusted EPS for Carlsberg in the first year after completion, and by double-digit percentages in year two. It expects the acquisition return on invested capital will exceed Carlsberg’s weighted average cost of capital of 7% in year three and will increase further in year four. The full cash consideration, together with fees and expenses, will be funded through third party debt incurred by Carlsberg Breweries A/S, a wholly owned subsidiary of Carlsberg. Such debt is to be provided under a bridge facility agreement arranged by BNP Paribas, Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ). Carlsberg expects that, following completion, its pro forma net interest-bearing debt to Ebitda leverage multiple will be 3.5 times pro forma adjusted Ebitda of £2,044m. Carlsberg expects to maintain its dividend policy of a pay-out ratio of around 50% of adjusted net profit but is increasing its net interest-bearing debt to Ebitda leverage target to “below 2.5 times” from “below 2.0 times” previously. The change follows the rebalancing of the Carlsberg Group after its exit from Russia and the anticipated completion of Britvic. Carlsberg will seek to quickly reduce leverage driven by strong operating cash flow, aiming for reaching the updated leverage target during 2027. It is expected that the scheme will become effective (subject to the satisfaction, among other things, of certain regulatory conditions) during the first quarter of 2025. Ian Durant, non-executive chair of Britvic, said: “The proposed transaction creates an enlarged international group that is well-placed to capture the growth opportunities in multiple drinks sectors. Crucially, to remain competitive at a time when the market is being shaped by the trend of increasing consolidation among bottling partners, Carlsberg’s agreement with PepsiCo provides the combined group with a strong platform for continued success. The board of directors believe that the strategic merits of this offer are compelling, and the offer also provides shareholders with the opportunity to receive the certainty of cash consideration that reflects the current strength and medium-term prospects of the Britvic business. It also recognises the challenges of achieving an appropriate future rating and valuation for Britvic versus its historical range of trading multiples, alongside less certain long-term alignment with regard to its PepsiCo bottling business. Therefore, the board is unanimously recommending the offer to our shareholders.” Jacob Aarup-Andersen, chief executive of Carlsberg, added: “With this transaction, we are combining Britvic's high-quality 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. The proposed transaction is attractive for shareholders of Carlsberg, supporting our growth ambitions and being immediately earnings accretive and value accretive in year three. We are excited about expanding our global partnership with PepsiCo and believe that the longer-term opportunities will be very beneficial for both companies. We are pleased that the Britvic board is unanimously recommending our offer to Britvic shareholders. We look forward to welcoming Britvic’s employees into the Carlsberg family and creating an exciting, combined company for all employees.” It comes as Britvic reported a strong third quarter of trading, with revenue growth in the UK up 6.6% on the prior year, with both the retail and hospitality channels in growth.
Premium Club members to receive two updated databases this week: Premium Club members are to receive two updated databases this week. The updated UK Food & Beverage Franchisee Database will be sent to Premium subscribers on Wednesday (10 July) at midday, featuring ten new entries. The database now has 150 entries and more than 66,000 words of content. Among the new entries are multi-brand franchisees Iceking (Pret, Burger King and KFC), IVI Holdings (Burger King, Itsu, German Doner Kebab, Sides and Ben & Jerry's) and Joup Group (Domino's and Pret). Premium Club members will also receive the next Turnover & Profits Blue Book on Friday (12 July), at midday. It will feature 44 updated accounts and 21 new companies for a total of 947. Of these, 591 are in profit and 349 have reported a loss. Premium Club members also receive access to four other databases: the Multi-Site Database, produced in association with Virgate; the UK Food and Beverage Franchisor Database; the New Openings Database; and the Who’s Who of UK Hospitality. Plus, all Premium Club members will be offered a 20% discount on tickets to Propel paid-for events including Social Media for Profit (18 July), the Talent and Training Conference (1 October) and Restaurant Marketer and Innovator (two days in January 2025). Operators that are Premium Club members are also able to send up to four members of staff to each of our four Multi-Club Conferences for free. Premium Club members receive their daily Propel Info newsletter 11 hours earlier than standard subscribers, at 7pm the evening before. They also receive videos of presentations at eight Propel conference events two weeks after they are held. This represents around 100 videos of industry insight over the course of the year. Premium Club members will be sent a dedicated monthly newsletter that will highlight key updates in the sector and direct subscribers to all the vital content their membership offers. Premium Club members also receive exclusive opinion columns every Friday at 5pm, which include the thoughts of Propel group editor Mark Wingett and a host of industry leaders from across the sector. A Premium Club subscription costs an annual sum of £495 plus VAT for operators and £595 plus VAT for suppliers. Companies can now have an unlimited number of people receive access to Premium Club for a year for £995 plus VAT – whether they are an operator or supplier. Email kai.kirkman@propelinfo.com today to sign up.
Marston’s to dispose of 40% stake in brewing JV for £206m: Marston’s has announced it has agreed the sale of its remaining non-core brewing assets to Carlsberg for £206m in cash, as it looks to create a business entirely focused on pubs. The company said that the sale of its 40% stake in Carlsberg Marston’s Brewing Company (CMBC), which was formed in 2020, establishes “a purely focused pub business with a strong position in the UK market and significant opportunities for further growth” and delivers on the company’s stated de-leverage strategy creating a “stronger balance sheet and a step change in financial flexibility”. Completion of the deal is targeted before the end of September 2024. Marston’s said it will continue its strong partnership with CMBC through the long-term brand distribution agreement which remains in place. The valuation on the deal represents an enterprise value multiple of 14.5 times Ebitda and 24.3 times Ebit for the 12-month period ended 31 December 2023. Marston’s said: “The net proceeds will be used for significant debt paydown, achieving medium-term target of £1bn of net debt (excluding IFRS 16 lease liabilities) in a significantly accelerated time frame. March 2024 pro-forma adjusted net debt of circa £959m. The board of directors believe that the value to be achieved by the proposed transaction represents an attractive result for Marston’s shareholders with the Marston's Group’s interest expense to reduce by circa £18m annually versus the board’s expectations and the overall outcome earnings accretive. Justin Platt, chief executive of Marston’s, said: “Today’s announcement represents a significant milestone for Marston’s as we realise our stake in CMBC. In my first six months with the business, it has become very clear to me that our core capability and key opportunity to unlock value for shareholders is in driving a focused and successful pub business. This deal further strengthens our balance sheet, significantly reducing our debt by over £200m. In addition, CMBC remain valued strategic partners and we continue to benefit from our ongoing long-term brand distribution agreement with them. Crucially, it allows us to become a pure play hospitality business and focus on what we do best – namely, giving our guests amazing pub experiences. I look forward to delivering on the opportunities a focused pub business will provide to ensure we maximise value for our shareholders.” Jeremy Clarkson offered previous owner of his new pub almost £1m within minutes of meeting her: Jeremy Clarkson was so intent on taking over a local pub that he offered the owner almost £1m for it within minutes of meeting her. Clarkson last week announced his plans for The Windmill, located near Burford, Oxfordshire, after acquiring it last month. Jackie Walker, who opened the pub in 1983, hadn’t even put the pub on the market but a deal was finalised within minutes of them meeting, reports the Daily Mail. Clarkson bought the freehold to the pub, and it isn’t tied to a brewery, so he can sell his own beer and produce from his farm at the venue. “A film crew had come into the pub, and the next thing I knew someone with Clarkson knocked on the door and asked if I was interested in selling,” Walker said. Clarkson then made her an immediate offer that was much more than she had expected, and she accepted immediately. “I had not been planning to sell the place, but I wasn’t that happy with how it was being run and I am not getting any younger,” she said. Renovation work on the pub has already begun and Clarkson has said he expects to re-open The Windmill later this year. “I really do hope that he can make a big success of the place and restore it back to how it was,” Walker said. “My husband and I had so much fun running it.” Walker and her late husband, Alan, opened the pub in 1983 having converted it from a disused barn. She stepped back from day-to-day running of the pub when her husband died 11 years ago and allowed leaseholders to continue its operation. Clarkson bought out the remaining five years on that lease from husband-and-wife leaseholders Barry and Vanessa Eason when he did the deal, and the Easons left last month. In his vision for the venue, Clarkson said he wants to turn it into a club house where farmers will get a free pint. Only food from the UK will be served, with much of it from his Diddly Squat farm, and it will also serve his Hawkstone Lager.
Labour to scrap anti-strike laws and strengthen workers’ rights: Labour will move “immediately” to scrap anti-strike laws and strengthen workers’ rights, the new business secretary has said. Jonathan Reynolds said restrictions on strikes brought in by the last government would be “removed from the statute book” straight away. He said the government would also begin work on wider measures to strengthen workers’ rights within Labour’s first 100 days. Labour has previously said it will scrap measures requiring unions to ensure “minimum service levels” in public services during disputes. Rules requiring a minimum turnout of at least 50% for strikes in the public sector are also likely to be axed. Reynolds said the government would also press ahead with a ban on so-called “fire and rehire”, which has allowed some firms to tear up the rights of existing staff. But he indicated there would be some exemptions, saying: “We recognise where there are occasions where a company needs to do a change of circumstances, because frankly, the business would be lost if it wasn’t for that. We understand, but it’s the process you go through and it’s about making sure we don't see an economy that tries to be competitive simply by lowering the terms and conditions of the workplace.”
Southend council orders man to turn his home back into a guesthouse as town ‘does not have enough hotels for tourists’: Southend council has ordered a man to turn his home back into a guesthouse as the town “does not have enough hotels for tourists”. Mark Hobbs transformed The Bay Guest House into a family home four years ago, but the local authority has refused retrospective plans for it to be used as a home due to “insufficient” evidence it was no longer financially viable, reports The Daily Mail. Thorpe independent councillor Martin Terry told the Southend Echo the town needs bed and breakfasts to facilitate its growth. “The council does have a policy around hotels and establishments for visitors when they visit the city, and we have a policy to protect that side of our economy,” he said. “It is more a matter of principle; we don’t want to set a precedent. The bottom line is that the policy is there for a reason, and it will be interesting to see what the planning inspectorate recommends.” Hobbs, who has appealed the decision, previously said he has already proved the guest house was financially unsustainable, having tried to market it through Expedia and AirBnB.
Owner of ‘UK’s cheapest cafe’ pledges to carry on offering 99p fry-up despite being unable to turn a profit: The owner of “the UK’s cheapest cafe” has pledged to carry on offering a 99p all-day breakfast despite being unable to turn a profit. Nadine Grant, owner of Tastee in Sheffield, said she will continue to support her hard-up customers by keeping prices low, reports The Daily Mail. She slashed the price of of one rasher of bacon, a sausage, a fried egg, beans and tomatoes from £3.50 to just 99p after making the cut-price offering permanent in May. “We noticed a massive difference in people’s spending habits,” she said. “There were less people coming in and they were spending less. It became apparent to us that a lot of people were really struggling to get by, and it was getting worse, no-one seems to have a disposable income any more. So, we felt that we wanted to do something to try and help people, even if it means taking a hit ourselves. In an ideal world, we wouldn't have to offer a 99p breakfast, but these are the times we’re in. Everyone’s struggling and it’s nice to give something back.” Grant, who opened Tastee more than seven years ago, said she won’t put prices up despite canisters of gas used to fuel the kitchen stoves surging from £15 to £40 each, while cooked hams have risen from £5 to £13 per kilo. Shen added that eggs last year increased to record highs, while the cost of sausages “seemed to go up by 50p every week”.
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