Fuller’s announces that it has entered into an agreement for the sale of its entire beer business to Asahi Europe Ltd (“AEL”), a wholly owned subsidiary of Asahi Group Holdings, Ltd (“Asahi”), for an enterprise value of £250 million on a debt free, cash free basis (the “Proposed Disposal”).
The business being sold comprises the entirety of Fuller’s beer, cider and soft drinks brewing and production, wine wholesaling, as well as the distribution thereof, and also includes the Griffin Brewery, Cornish Orchards, Dark Star Brewing and Nectar Imports (the “Fuller’s Beer Business” or the “Beer Business”).
Under the terms of the Proposed Disposal, AEL will acquire the brands of the Beer Business (including “London Pride”) and will receive the benefit of a licence, on a perpetual, global, exclusive and royalty-free basis, to use certain trade marks (including the “Fuller’s” name, logo and cartouche) for the provision of beverages. Ownership of the licensed trade marks will be retained by Fuller’s.
Having carefully considered its options for the Beer Business and Fuller’s existing relationship with Asahi, the Board believes that Asahi is the ideal owner of the Beer Business and will create the right environment for the Beer Business to flourish in the future and protect the Fuller’s brewing heritage. The Board welcomes the fact that Asahi also upholds Fuller’s key values of a genuine commitment to brewing excellence and has a proven track record as a long-term steward of iconic brands making them an ideal strategic partner to the Fuller’s pubs and hotels business in the future.
Following Completion of the Proposed Disposal, Fuller’s will be a focused, premium pub and hotel operator pursuing its previously stated strategy of running a stylish, high quality estate, with well-located, well-invested, predominantly freehold sites that are maintained to the high standards that customers have come to expect. Fuller’s will form a strategic alliance with Asahi that will ensure continued access to the high quality premium beer brands Fuller’s has always brewed.
TRANSACTION HIGHLIGHTS
- Sale of the Fuller’s Beer Business for an enterprise value of £250 million, representing a multiple of 23.6x EBITDA (of £10.6 million for the 52 weeks ending 31 March 2018);
- The price reflects the strategic value of the brands of the Beer Business being acquired, the long-term growth potential of the Beer Business under AEL’s ownership, the value of the Griffin Brewery as well as the expertise and respected industry knowledge of the people employed within the Beer Business;
- Substantial premium to the value attributable to the Company’s Shareholders if the Beer Business had remained under Fuller’s ownership;
- A strategic alliance between Fuller’s and Asahi, supported by a Long-Term Supply Agreement, will allow Fuller’s to continue providing a high quality beer and cider offering to its customers;
- Net cash proceeds of the Proposed Disposal are expected to be approximately £205 million at Completion, taking into account adjustments and after estimated transaction, Reorganisation and separation costs (the “Net Cash Proceeds”);
- A return of proceeds between £55 million to £69 million of the Net Cash Proceeds is expected to be distributed to Ordinary Shareholders, representing £1.00 to £1.25 per A and C Ordinary Share and £0.10 to £0.125 per B Ordinary Share;
- The Proposed Disposal is not anticipated to impact the level of dividend payments made by the Company as the Board is intending to declare a final dividend for each class of Ordinary Shares for the financial year ending 31 March 2019 of an amount at least equal to the final dividend from the prior financial year and the Board is expecting to maintain a progressive dividend policy going forward;(1)
- The Proposed Disposal is conditional upon the passing of two inter-conditional ordinary resolutions approving the Proposed Disposal, completion of the Reorganisation and obtaining a relevant confirmation from the UK Competition and Markets Authority;
- The Proposed Disposal is expected to complete in the first half of 2019.
