2/14/2001 10:00 

Carlsberg Breweries A/S established

Carlsberg A/S and Orkla ASA signed the final agreement regarding the establishment of Carlsberg Breweries A/S on February 13th 2001.

The process started on 31 May 2000 when Carlsberg A/S and Orkla announced the following intentions:

  • that Carlsberg's and Orkla's brewing activities will be united in a new Danish company - Carlsberg Breweries A/S;
     
  • that Carlsberg A/S will own 60 per cent and Orkla ASA 40 per cent of Carlsberg Breweries;
     
  • that Carlsberg Breweries' three primary focus markets will be Western and Eastern Europe and Asia, and that the Carlsberg brand will be the leading international beer brand supported by strong regional and local brands.

On 7 August 2000, the Merger Task Force of the EU Commission announced its agreement that approval of the establishment of Carlsberg Breweries was a matter for the relevant local competition authorities.

On 9 November 2000, the Lithuanian authorities approved the unification of the activities of Baltic Beverages Holding (BBH) and Carlsberg in Lithuania on the condition that the parties sell one of their three breweries.

On 12 December 2000, the Norwegian competition authorities approved the es-tablishment of Carlsberg Breweries on the condition that Carlsberg dispose of its indirect ownership of Coca-Cola Drikker Norge.

On 13 December 2000, the Swedish competition authorities gave conditional approval to Carlsberg A/S and Orkla ASA to merge their Swedish breweries Falcon and Pripps as a part of the formation of Carlsberg Breweries A/S. The Swedish authorities requested that seven brands be sold, that distribution of five import brands be discontinued, that Falcon stop its distribution co-operation with Coca-Cola Drycker Sverige and that Carlsberg A/S dispose of its indirect ownership in Coca-Cola Drycker Sverige.

On 2 January 2001, the Finnish competition authorities approved the establish-ment of Carlsberg Breweries on the condition that Orkla sells its shareholding in Finland's largest brewery, Oyj Hartwall Abp. In addition, Carlsberg Breweries must accept not to use its 50 per cent shareholding in BBH to influence Hartwall and therefore the competitive situation on the Finnish market. Furthermore, Hartwall must discontinue some production and distribution agreements with Carls-berg and Pripps Bryggerier. If these three conditions are not met, Carlsberg Breweries shall carry-out one of the three following alternatives:

  • Carlsberg Breweries A/S sells its 50 per cent share of BBH;
     
  • Carlsberg Breweries A/S buys the 50 per cent of BBH that Oyj Hartwall Abp owns;
     
  • Carlsberg Breweries A/S sells its Finnish brewery Oy Sinebrychoff Ab.

Carlsberg A/S and Orkla have accepted all conditions imposed in relation to the establishment of Carlsberg Breweries A/S and the parties are currently working to fulfil the above-mentioned conditions. No further conditions remain to be fulfilled.


Other activities

On 3 November 2000, Carlsberg A/S on behalf of Carlsberg Breweries announced the acquisition of Switzerland's largest brewery, Feldschlösschen Getränke Holding AG. The agreement applied with retrospective effect from 1 July the same year.

On 15 December 2000, Carlsberg A/S on behalf of Carlsberg Breweries signed an agreement with Chang Beverage Company to establish Carlsberg Asia Ltd, a 50/50 joint venture which will administer and develop the company's sales and brewing activities in Asia.


Accounts, etc.

As a consequence of the final agreement to establish Carlsberg Breweries, Carlsberg's accounts will include the new activities as of 1 January 2001.

Unaudited pro forma accounts for year 2000 for Carlsberg Breweries A/S will be included in Carlsberg A/S's preliminary profit statement, which will be published on 15 February 2001.

Board of directors and executive board

In connection with the announcement made on 31 May 2000 regarding the establishment of Carlsberg Breweries, it was also announced that the board of directors of Carlsberg Breweries A/S will consist of eight representatives elected by the shareholders, five of which from Carlsberg A/S. Furthermore, it was announced that the executive board of Carlsberg Breweries A/S will consist of President and CEO Flemming Lindeløv and executive vice-presidents Nils Smedegaard Andersen, Michael C. Iuul, Paul Bergqvist and Bjørn Erik Næss.

The board of directors has decided that group managing director Jørn P. Jensen will be the new CEO of Carlsberg A/S and that the company's representatives on the board of directors of Carlsberg Breweries A/S will be managing director Palle Marcus (chairman), managing director Jens Bigum, CEO Henning Dyremose, professor, D.Econ. Poul Chr. Matthiessen and CEO Jørn P. Jensen. Orkla's repre-sentatives on the board of directors of Carlsberg Breweries A/S will be executive vice-president Finn Jebsen (vice-chairman), CEO Jens P. Heyerdahl d.y., and executive vice-president Tom Vidar Rygh.


An information meeting concerning the annual results for Carlsberg A/S and the formation of Carlsberg Breweries A/S will be held at 11 a.m. on Thursday 15 February at Ny Carlsberg Vej 100, Copenhagen V.

Present will be the chairmen and chief executive officers of Carlsberg A/S and Carlsberg Breweries A/S.

Further information
Public Affairs Manager
Margrethe Skov
Carlsberg A/S
Phone: +45 33 27 14 10