Carlsberg is delighted that S&N has finally provided further details of its misguided claims against Pripps-Ringnes AB (“PRAB”). It is now very clear that the claims are frivolous and have absolutely no merit. PRAB will now therefore shortly request the arbitration tribunal to dismiss Hartwall’s case for being totally unfounded and to constitute a misuse of the arbitration process.
Whilst, there is no substantive new information in S&N's claims, Carlsberg and its legal advisers feel it necessary to draw attention to some of the important flaws in S&N’s arguments:
For Hartwall to be entitled to acquire PRAB’s share of BBH at fair market value Hartwall would first have to make a rightful termination of the shareholders' agreement. In order to do this it would have to demonstrate that PRAB has breached the agreement and caused material economic harm.
There are no breaches by PRAB of the shareholders' agreement and Hartwall has not demonstrated the existence of any. Furthermore Hartwall has not terminated the shareholders agreement which is an undisputed fact. Today's repetition of previously reported claims alleging misuse of confidential information and breach of loyalty adds nothing new in that respect.
S&N's comments regarding circumvention of the shotgun mechanism in this context are irrelevant and misleading. The shotgun gives PRAB and Hartwall the right to exit the BBH agreement if either party so wishes by offering its shares to the other party. It is up to PRAB or Hartwall whether it exercises this right. Neither has done this and accordingly, the shotgun clause has no current application.
Carlsberg has noted S&N's allegation that Carlsberg has damaged the joint venture because of the public differences between Carlsberg and S&N over the future of BBH. Carlsberg continues to be fully committed to the future of BBH and would suggest that S&N exercises the same high level of commitment pending the outcome of the arbitration proceedings.
Carlsberg and PRAB reserve all their rights in relation to the serious and mis-guided allegations S&N continues to make.
Commenting, Jorgen Buhl Rasmussen, President and CEO of Carlsberg said:
“We’ve seen nothing new of substance today – S&N continues to progress with a case that has absolutely no merit instead of focusing on the certainty of the cash value of the Consortium’s proposal, which is the only deliverable means of maximising value for S&N’s shareholders today.”
Public relations advisers to Carlsberg and to the Consortium
Finsbury Group Tel: +44 20 7251 3801
Jens Peter Skaarup (Danish Media) Tel: +45 3327 1417
Mikael Bo Larsen (Investor Relations) Tel: +45 3327 1223
Financial adviser and Corporate Broker to Carlsberg and to the Consortium
Lehman Brothers Tel: +44 20 7102 1000
Ed Matthews (Corporate Broking)