SABMiller, one of the world’s largest brewers, has received permission from the Slovak competition authority to acquire Slovakia’s third-largest brewery, Topvar, in a deal worth an estimated value of $15-million (as measured by net-asset value).
SABMiller confirmed to I-Net Bridge on Tuesday that Slovakia’s anti-monopoly agency PMU had given its stamp of approval to the deal, saying it did not threaten competition. SABMiller already owns the country’s largest brewer, Saris.
The transaction was originally announced back in May 2005, and makes SABMiller the country’s largest brewer by volume, ahead of Heineken.
SABMiller spokesperson James Crampton said the company expected the transaction to close in the “next week or two”, as there were still some technical requirements that needed to be finalised.
Topvar sold 569 000 hectolitres of beer in 2004, and had a net-asset value of $15,2-million. Industry analysts said the company’s enterprise value, including debt, was approximately $49-million.
Topvar owns one brewery in its home town of Topolcany in western Slovakia (just over 100km from Bratislava), where it produces four different beers — Topvar 10 Degrees Gravity, Topvar 12 Degrees Gravity, Topvar Patriot and Topvar Marina (a dark beer). It has 434 staff, and its brands are sold mainly in the western region of Slovakia.
Commenting on the deal back in May, SABMiller spokesperson Nigel Fairbrass told I-Net Bridge: “Topvar is a good fit with our existing brewing business in Slovakia, Saris, which is located in the eastern part of the country. It is a regional brand, but it has national potential — we plan to take it into the rest of the country and realise some synergies by merging it with Saris in 18 months’ time, after the acquisition is finalised.”
Previously a state-owned enterprise, Topvar is now owned by management, staff and the local government municipality. Under the terms of the sale agreement, SABMiller should end up with a stake of at least 95% in Topvar in 18 months’ time.
SABMiller will make an offer to acquire all of the shares held by minority shareholders (approximately 200 in number, mainly staff). Depending on the level of acceptances, controlling shareholders with a 59,5% interest in Topvar had agreed to sell sufficient shares such that SABMiller will hold at least 33%, but not more than 49%, of the brewer.
Six months after the purchase of the initial stake, Topvar’s controlling shareholders will sell further shares to allow SABMiller to lift its interest to at least 67% of the company, and the remaining shares held by the controlling shareholders are subject to put-and-call options exercisable within 18 months of SABMiller acquiring the additional shares. — I-Net Bridge