Carlsberg to acquire the remaining 33.33% stake in Carlsberg South Asia Pte. Ltd.

KATHMANDU: Carlsberg has reached an agreement to acquire the remaining 33.33% stake in Carlsberg South Asia Pte. Ltd. (CSAPL) from its partner, CSAPL (Singapore) Holdings Pte. Ltd.

CSAPL, the holding company for Carlsberg India Pte Ltd (CIPL) and the business in Nepal through its ownership of Gorkha Brewery Private Limited (GBPL) (currently at 90%), will be fully acquired by Carlsberg.

As part of this agreement, CSAPL will also purchase an additional 9.94% of GBPL’s shares.

These acquisitions, which include Carlsberg’s purchase of the remaining shares in CSAPL and CSAPL’s acquisition of the additional GBPL shares, are referred to as the Proposed Transactions.

Upon completion of these transactions, Carlsberg will fully own the business in India and will hold a 99.94% stake in the business in Nepal through CSAPL’s shareholding in GBPL.

The total cost of these transactions is USD 744 million, subject to adjustments as outlined in the transaction documents. Of this amount, USD 207 million will be held by Carlsberg and released based on potential claims under the Sale and Purchase Agreement (SPA), likely within 3 to 5 years.

The proposed transactions are anticipated to be finalized in Q4 2024, pending the fulfillment of specific conditions.

These conditions encompass deal-specific criteria as well as obtaining necessary governmental approvals for the transactions in Nepal. Notably, the transactions do not require clearance from any antitrust authority beyond the already secured approval from the Competition Commission of India.

The acquisition of the remaining shares in CSAPL will not alter the consolidation of CSAPL and CIPL in the Group’s accounts, as they have been fully consolidated historically.

Currently, the Nepalese business, which is held through CSAPL’s stake in GBPL, is accounted for as an associated company due to the lack of control. However, post-acquisition of an additional 9.94% of GBPL’s shares by CSAPL, this business will be fully consolidated.

Jacob Aarup-Andersen, Group CEO, commented, “We’re delighted to have reached a favorable agreement with our partner, securing full control over two significant Asian businesses. Expanding in India is a central goal of our Accelerate SAIL strategy, and this development allows us to expedite investments and seize long-term growth opportunities in this dynamic beer market.”