Announcement • Jan 18

Carlsberg UK Holdings Limited completed the acquisition of Britvic plc (LSE:BVIC).

Carlsberg UK Holdings Limited proposed an offer to acquire Britvic plc (LSE:BVIC) for £2.9 billion on June 6, 2024. Carlsberg UK Holdings Limited proposed an offer to acquire Britvic plc (LSE:BVIC) for £3.1 billion on June 11, 2024. Carlsberg UK Holdings Limited have reached agreement to acquire Britvic plc (LSE:BVIC) for £3.3 billion on July 8, 2024. Under the First Proposal, a cash consideration valued at 1,200 pence per share will be paid by Carlsberg A/S. Under the second Proposal, a cash consideration valued at 1,250 pence per share will be paid by Carlsberg A/S. Under the terms of the agreement, Britvic Shareholders shall be entitled to receive: 1,315 pence for each Britvic Share (the "Acquisition Value"). The Acquisition Value comprises, for each Britvic Share: 1,290 pence in cash for each Britvic Share (the "Acquisition Price"); and a special dividend payment of 25 pence per Britvic Share which is expected to be paid by Britvic prior to the Effective Date (the "Special Dividend"). The deal includes Britvic brands such as Fruit Shoot, J2O, Pepsi, and The London Essence Company. Carlsberg also reserves the right to make an offer for Britvic at any time at a lower value or on less favourable terms: a) with the recommendation or consent of the Britvic Board; b) if a third party announces a possible offer or a firm intention to make an offer for Britvic on less favourable terms; or c) following the announcement by Britvic of a Rule 9 waiver proposal or a reverse takeover (as defined in the Code). Under the Proposal, eligible Britvic shareholders will be entitled to the interim dividend of 9.5 pence per share announced by Britvic on 15 May 2024 (the “FY24 Interim Dividend”), which is currently expected to be paid on 5 July 2024. Carlsberg reserves the right to reduce the terms of the Proposal by the amount of any dividend (or other distribution) which is paid or becomes payable by Britvic to its shareholders after the date of this announcement, except in respect of the FY24 Interim Dividend. 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 other markets in Western Europe. The full cash consideration payable under the terms of the Acquisition, together with certain fees and expenses in connection with the Acquisition, will be funded through third party debt incurred by Carlsberg Breweries A/S, a wholly owned subsidiary of Carlsberg. Such third party 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 intends to create a single integrated beverage company in the United Kingdom, to be named Carlsberg Britvic. The enlarged business will have a portfolio of leading brands across the beer and soft drinks categories. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act and that the Acquisition be put to Britvic Shareholders for approval at the Court Meeting and to the Britvic Shareholders at the General Meeting, although Carlsberg and/or Bidco reserves the right to elect (with the consent of the Panel, and subject to the terms of the Cooperation Agreement) to implement the Acquisition by way of an Offer, its approval by a majority in number and representing not less than 75% in value of the Britvic Shareholders who are on the register of members of Britvic. The Acquisition is conditional on the approval of Britvic Shareholders, the satisfaction of certain regulatory conditions and the further Conditions and terms set out. the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions Competition law approvals, United Kingdom, European Commission and Third Party clearances. As of June 17, 2024, the Board unanimously rejected the Second Proposal as the board considered the current offer made is significantly undervalues Britvic, and its current and future prospects. As of June 29, 2024, Carlsberg now has a deadline of July 19, 2024, to confirm whether it will return with a higher offer. Carlsberg expects that the Britvic Acquisition will be accretive by mid-single-digit percentages to adjusted EPS for Carlsberg in the first year after completion of the Britvic Acquisition, and by double-digit percentages in year two after completion of the Britvic Acquisition. Carlsberg expects that the Britvic Acquisition return on invested capital will exceed Carlsberg's weighted average cost ovf capital of 7% in year three, and will increase further in year four, after completion of the Britvic Acquisition. As of July 8, 2024, the transaction is expected to close in the fourth quarter of this year. The proposed transaction is attractive for shareholders of Carlsberg, supporting our growth ambitions, being immediately earnings accretive and value-accretive in year three. As of August 27, 2024, Britvic shareholders approved the deal. CMA opens investigation into Carlsberg takeover of Britvic. Interested parties have until September 24, 2024, to submit comments on the takeover. As on October 23, 2024, CMA announced the launch of its merger inquiry by notice and has a deadline of December 18, 2024, for its phase 1 decision. As of December 17, 2024, the Sanction Court Hearing has been scheduled to take place on January 15, 2025 and, subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions, the Scheme is expected to become effective on January 16, 2025. As of December 17, 2024, received clearance from the European Commission and the CMA has cleared the transaction and decided not to refer the above merger to a phase 2 investigation under the provisions of the Enterprise Act 2002. Subject to approval from the regulatory authorities and anticipate that the acquisition by Carlsberg will complete in the first quarter of 2025. As of January 15, 2025, deal has been approved by a High Court judge. Anthony Zammit, Henry Stewart, Paul Baker, Melissa Godoy and Rusheel Somaiya of Morgan Stanley & Co. International plc and Jan Skarbek and Dominic King of Europa Partners Limited acted as financial advisors to Britvic. Iain Fenn, Jonathan Sadler, Bruce Kilpatrick and Alexandra Beidas of Linklaters LLP is retained as legal adviser to Britvic. Nick Bryans, James Thompson, Ben Wilkinson, Steve Holmes, Carl Richards, Jeremy Edwards, Annabel Mackay, Jonathan Sharp and Natalie Ellerby of Baker McKenzie LLP is retained as legal adviser and Adrian Fisk, Henry Phillips and Oliver Donaldson of Nomura International Plc acted as financial advisor to Carlsberg. Equiniti Limited acted as transfer agent to Carlsberg UK Holdings. Dwayne Lysaght, Jeannette Smits van Oyen and Edmund Byers of J.P. Morgan Cazenove Limited acted as Financial Advisor and Corporate Broker to Britvic Plc. Tim Rennie and Tom Mercer of Ashurst is advising Nomura International plc on the £3.3 billion takeover of Britvic plc (Britvic) by Carlsberg UK Holdings Limited (Bidco), a wholly owned subsidiary of Carlsberg A/S (Carlsberg). Carlsberg UK Holdings Limited completed the acquisition of Britvic plc (LSE:BVIC) on January 16, 2025. As a part of closing, it is expected that the Britvic ADS Programme will be terminated and the listing of Britvic ADRs on OTCQX will be terminated as soon as practicable following the Scheme having become Effective. The settlement in the cash consideration and the Special Dividend due under the terms of the Scheme is January 30, 2025.

Total Shareholder Yield	-3.0%
Future Dividend Yield	3.5%
Dividend Growth	1.9%
Next dividend pay date	n/a
Ex dividend date	n/a
Dividend per share	n/a
Payout ratio	0%

Segment	Dividend Yield
Company (BVIC)	0%
Market Bottom 25% (GB)	2.1%
Market Top 25% (GB)	5.3%
Industry Average (Beverage)	2.2%
Analyst forecast (BVIC) (up to 3 years)	3.5%

Data	Last Updated (UTC time)
Company Analysis	2025/01/20 04:26
End of Day Share Price	2025/01/16 00:00
Earnings	2024/09/30
Annual Earnings	2024/09/30

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
Robert Chantry	Berenberg
Wayne Brown	Canaccord Genuity
Charles John Pick	Cavendish

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Carlsberg Britvic Dividends and Buybacks

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