/ 22 March 2006

SABMiller completes acquisition of stake in Topvar

South African brewing giant SABMiller said on Wednesday that following receipt of approval from the Slovak Anti-Monopoly Office on Monday March 13 it had acquired 48,4% of the Slovakian brewer Topvar.

Under the terms of the agreement, the controlling shareholders will sell further shares to enable SABMiller to increase its interest in Topvar to at least 67% by the end of September 2006.

The remaining shares, held by the controlling shareholders, are subject to put-and-call arrangements exercisable within 18 months of SABMiller acquiring the additional shares.

The deal to acquire Slovakia’s third-largest brewery was an estimated value of $15-million (as measured by net-asset value). 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.

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 sales agreement, SABMiller should end up with a stake of at least 95% in Topvar in 18 months’ time. — I-Net Bridge