CSAPL is the holding company for Carlsberg India Pte Ltd (CIPL) (100%) and the business in Nepal, through its shareholding in Gorkha Brewery Private Limited (GBPL) (currently 90%). In addition, as part of this transaction, CSAPL has entered into an agreement to acquire a further 9.94% of the shares in GBPL (the acquisition by Carlsberg of the remaining shares in CSAPL, and the acquisition by CSAPL of a further 9.94% of shares in GBPL, being the Proposed Transactions). 

Following completion of the Proposed Transactions, Carlsberg will own 100% of the existing business in India and, through CSAPL’s shareholding in GBPL, 99.94% of the existing business in Nepal. The total purchase price for the Proposed Transactions amounts to USD 744m (subject to adjustments pursuant to the transaction documents). Of the USD 744m, USD 207m will be retained by Carlsberg and will be released dependent on potential claims under the SPA (likely after 3-5 years).
 
The Proposed Transactions are expected to be completed in Q4 2024, subject to the satisfaction of certain conditions to completion. Such conditions include, but are not limited to, deal specific conditions as well as the requirement to obtain certain governmental approvals in respect of the Proposed Transactions in Nepal. The Proposed Transactions are not conditional on any approval from any anti-trust authority other than the approval of the Competition Commission of India which has already been obtained.
 
The acquisition of the remaining shareholding in CSAPL will have no impact on the consolidation of CSAPL and CIPL in the Group accounts, having been fully consolidated historically. The Nepalese business, held through CSAPL’s shareholding in GBPL, is currently, due to lack of control, accounted for as an associated company in the Group’s accounts, but will be fully consolidated following completion of the acquisition by CSAPL of an additional 9.94% of the shares in GBPL.

Group CEO Jacob Aarup-Andersen says:

“We’re pleased that we’ve been able to reach an amicable agreement with our partner and achieve full control of two important Asian businesses. Growing in India is a key priority in our Accelerate SAIL strategy, and we can now accelerate investments to capture the long-term growth opportunities in this exciting beer market.”