Denmark’s Royal Unibrew completes merger of its Polish subsidiary, Royal Unibrew Polska with Van Pur

Denmark’s Royal Unibrew has completed the merger of its Polish unit with Van Pur brewery group in the Poland. The Danish firm had earlier announced on 3 December 2010, that it had entered into a conditional agreement with the Polish brewery group Van Pur S.A. to merge its Polish activities with Van Pur. 

Royal Unibrew announced last week the merger has been finally realized, and will see Royal Unibrew transfer its shares in Royal Unibrew Polska Sp. Z.o.o, with the breweries in Lomza and Jedrzejow and become a 20 per cent shareholder of Van Pur S.A.

However, Royal Unibrew stated that as a consequence of governance related conditions within Perla Browary Lubelskie S.A., it has proved difficult in terms of time to register the required changes of the ownership in the company within the desired timeframe for the transaction.

Royal Unibrew A/S and Van Pur S.A. have been focusing on ensuring the momentum of the transaction, and therefore control of shares in Perla Browary Lubelskie has so far been maintained by Royal Unibrew A/S, said the Danish firm. As of March 2011, Van Pur S.A. will be recognized in Royal Unibrew's Financial Statements as a 20 per cent owned associate, and Royal Unibrew Polska Sp. Z.o.o will no longer be included in the Royal Unibrew Group consolidation.

In connection with the final completion of the transaction a gain on the sale of shares in Royal Unibrew Polska has been realized, and simultaneously the shareholding in Perla fully written off, said Unibrew.  However, Royal Unibrew reiterated the move will have no impact on the Group's finances.

According to the final agreement, Royal Unibrew A/S's investment in Van Pur S.A. amounts to approx PLN 110 million (US$38.3m) compared to the previously expected amount of approx PLN 100 million. As a consequence of the transaction, the consolidated balance sheet of Royal Unibrew will be reduced by approx PLN 25 million. 

However, in regard to the earlier announcement, Royal Unibrew A/S has granted Van Pur S.A. and its shareholders a call option. The option has been changed to the effect that Van Pur S.A. and its shareholders will be entitled in the period 1 June 2012 to 15 March 2014 to purchase all Van Pur S.A. shares held by Royal Unibrew at an amount of PLN 111--116 million. The outlook for the Royal Unibrew Group's medium-term EBIT margin was upgraded to about 14 per cent as a result of the realized transaction.

27th March 2011

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