Exclusive-Russia approves $320 million management buyout of Carlsberg assets, document shows

By Alexander Marrow

LONDON (Reuters) -Carlsberg will sell its Russian assets to longstanding employees of Baltika Breweries, the Danish brewer said on Tuesday, after a government document seen by Reuters showed Moscow had approved the 34-billion-rouble ($320.75 million) deal.

Moscow seized control of Carlsberg (CSE:CARLb )'s stake in Baltika, Russia's largest brewer, in July 2023 and placed it under "temporary management," prompting Carlsberg Group CEO Jacob Aarup-Andersen to say its business had been stolen. Carlsberg's assets were removed from temporary management on Monday.

Carlsberg, whose shares fell 1.3% in late morning trading, said it would receive a cash consideration, as well as Baltika Breweries' shareholdings in Carlsberg Azerbaijan and Carlsberg Kazakhstan.

The transaction, already approved by Russian and Danish authorities, was expected to close in the coming days, Carlsberg said. It did not confirm the value of the deal.

Baltika declined to comment and Russia's finance ministry, which heads the government commission on foreign asset sales, did not immediately respond.

DISCOUNTED SALE

The proposed sale price implies Carlsberg selling at a significant discount. In a February 2023 report, Carlsberg said its net assets in Russia as of December 2022 were worth 7.52 billion Danish crowns ($1.06 billion).

Russia has steadily tightened exit requirements for foreign companies since Western sanctions were imposed over Moscow's actions in Ukraine, demanding sharp discounts on any foreign asset sales before giving approval, and taking a portion of the sale price to bolster state coffers, dubbed an "exit tax" by Washington.

The government document seen by Reuters showed that Russia had approved the sale of Carlsberg assets to VG Invest, a company registered in August and managed by Yegor Guselnikov, vice president at Baltika, according to Russian corporate filings.

Carlsberg said the new controlling shareholder of Baltika would be a company owned equally by "two longstanding Baltika employees, currently holding leading positions in the company". It said the two people, who it did not name, would also take over Baltika's management duties.

Guselnikov co-owns with Alexander Tolmachev Brewery Development Centre (BDC), which was incorporated in July.

Tolmachev used to work for Heineken (AS:HEIN ) in Russia and subsequently for grain trading firm Demetra, according to his LinkedIn profile.

Guselnikov and Tolmachev declined to comment.

BDC owns a number of companies established this year, including New Breweries and Project 650. The latter is run by Alexei Pyatkin, who is also CEO of Carlsberg-owned Hoppy Union.

According to the government document, VG Invest would have to direct 15% of the market value of Baltika Breweries to Russia's federal budget.

'BEST (NYSE:BEST ) ACHIEVABLE OUTCOME'

As part of the deal, Baltika's stakes in Carlsberg Azerbaijan, Carlsberg Kazakhstan and another Azerbaijan subsidiary would be transferred to Carlsberg in exchange for Hoppy Union, the document showed. Hoppy Union was valued at 2 billion roubles, but no cash would change hands for that part of the transaction, the document showed.

Aarup-Andersen said Carlsberg had exhausted all options in terms of fully exiting Russia while protecting employees, assets and the value of its business.

"With today's announcement, we will settle numerous lawsuits and IP rights issues related to Baltika Breweries," he said in a statement. "Considering the circumstances, we believe it is the best achievable outcome for our employees, shareholders and the continued business."

Carlsberg's assets were seized at the same time as those of Danone (EPA:DANO ). Moscow forced through a sale of the French yoghurt maker's assets to a pro-Kremlin businessman earlier this year.

Taimuraz Bolloev, who ran Baltika from 1991 to 2004, was appointed president of Baltika during the temporary management period. Carlsberg said the current external management, put in place as Baltika management by the Russian authorities in 2023, would leave their positions.

Russia's Vedomosti newspaper, citing sources, reported late on Monday that Bolloev was among the investors. Reuters could not immediately verify that.



($1 = 106.0000 roubles)

($1 = 7.1014 Danish crowns)

Source: Investing.com