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On November 5， 2013， the international beer giant Carlsberg began to carry out a part of the contract to acquire Chongqing Beer. It is going to spend RMB 2.92 billion acquiring at most 146 shares， taking 20% of the entire shares of Chongqing Beer of Chongqing Brewery Group.
After the acquisition， Chongqing Brewery Group， a state-owned enterprise， will completely quit the shareholding structure of Chongqing Beer， which was turned into a beer brand controlled by the foreign beer giant.
And Carlsberg can go public in the A-share market in a roundabout way.
A source points out that Carlsberg has spent 10 years and RMB 3.7 billion turning Chongqing Beer into a completely foreign-owned brand. The total cost is expected to reach RMB 9 billion in addition to the integration.
Meanwhile， as all beer brands of Chongqing Brewery Group were successively turned into foreign brands， this well-established state-owned enterprise has finished its role of transmission and it very likely to be liquidated in the end.
Lower than the Offer
This time Carlsberg made the acquisition based on the tender offer， which was delivered to all shareholders of Chongqing Beer except Carlsberg Chongqing and Carlsberg Hong Kong. Among these shareholders， Chongqing Brewery Group held 20% of the stocks of Chongqing Beer and has agreed to accept the tender offer of Carlsberg.
A director from Carlsberg China says that the acquisition is to serve for the goal of enhancing the strate-gic investment into Chongqing and not for ending the role of Chongqing Beer as a listed company. It is known that Chongqing Brewery Group was previously the largest shareholder of Chongqing Beer， but now Carlsberg， along with its two branches in Hong Kong and Chongqing， totally hold 29.71% shares of Chongqing Beer， making its self the actual controlling shareholder. When the tender offer of this time expires， Carlsberg can maximally hold 60% shares of Chongqing Beer， giving Carlsberg the role as the majority shareholder.
November 5 was the first day of the declaration of the tender offer. On that day， the stock price of Chongqing Beer closed at 18.33 yuan per share， lower than the 20-yuan/share offered by Carlsberg. Niu Yang， a consultant at Hualong Securities， points out that the PE ratio of Chongqing Beer in the past 12 months was 43.96， much higher than Tsingtao Beer and other beer brands. Therefore， it is hard to lift the market price.
“The stock price in the second-tier market decides how much capital Carlsberg needs to use，” Niu Yang points out. For example， if the stock price of Chongqing Beer is lower than the tender offer price of 20 yuan， the other shareholders of Chongqing Beer other than Chongqing Brewery Group， are willing to accept the tender offer and Carlsberg needs to spend at most RMB 2.92 billion acquiring the 146 million shares. If the stocks of shareholders willing to accept the tender offer exceed 146 million shares， Carlsberg will make the same offer again to acquire the extra shares.
As agreed， when the tender offer expires， Chongqing Brewery Group can sell any of its extra shares of Chongqing Beer to Carlsberg at the price of 20 yuan per share.
The Flagship of Carlsberg
The tend offer also includes the promise of investment into Chongqing Beer. When the tender offer is finished， Chongqing Beer can have the same opportunity with Carlsberg in the investment into any rivaling beer brands had Carlsberg got the opportunity of investing into other beer brands. Meanwhile， the related third party is to agree to offer this opportunity to Chongqing Beer with reasonable conditions. If so， Chongqing Beer， Carlsberg and the third party should hold positive negotiations about Chongqing Beer’s access to the opportunity.
“Chongqing Beer is going to be the flagship product of Carlsberg in China，”says a source inside Carlsberg. When this Danish company acquired nine beer brewers and one malt plant of Chongqing Brewery Group in East China， the management of these enterprises was also entrusted with Chongqing Beer， which was given the right of selling， closing or list these enterprises based on their operating performance. Such a pattern could radically solve the problem of overlapping sales areas.
And from now on Chongqing Beer will act as the OEM of Carlsberg’s products. But will it harm the original brands of Carlsberg？ The aforementioned source says that Carlsberg’s prod- ucts are high-end brands， which do not stand in the way of Chongqing Beer’s current major products which target ordinary consumers. In the future， Carlsberg is to introduce more operating experiences into Chongqing Beer to enhance the brand.
The 2012 financial report of Chongqing Beer shows that the sales of Chongqing Beer amounted to RMB 3.15 billion， and Carlsberg’s products contributed RMB 167 million， only accounting for 5% of the total sales. But for certain the proportion is going to be increased again. Then is there any possibility of shakeup in Chongqing Beer’s management？ The source from Carlsberg says that the company is to see whether to and how to execute the power as shareholders and recommend qualified candidates for directors and senior executives to Chongqing Beer.
Actually， the core management team of Chongqing Beer has gone through great changes. In April 2013， Zhao Zekai was appointed as the general manager of Chongqing Beer，
replacing Chen Shijie， who is a veteran in the company. It is known that Zhao Zekai was the director of Carlsberg in Central and West China. In addition， Wang Weidong and Lu Lutao， both of whom came from Carlsberg， were appointed as the assistant to general manager， respectively taking charge of HR and finance.
In May 2013， the directorate of Chongqing Beer recruited three new vice general managers who all came from Carlsberg. An insider from Chongqing Beer says that these three people’s appointments mean that Carlsberg have already controlled the core management team of Chongqing Beer. Even though some important positions have been taken by original executives of Chongqing Beer.
Carlsberg Targets West China
Prof. Tian Ying from Chongqing Normal University says that the acquisition of Chongqing Beer by Carlsberg only took seven months from being announced to being implemented， which was the fastest tender offer by foreign companies in the Chinese capital market. Prior to that， Diageo spent two years on the tender offer Chinese spirit brand Shuijingfang.
Such a quick pace reflects the ambition of Carlsberg in China. The source from Carlsberg says that the Danish company wants to increase its shares of Chongqing Beer because of the great outlook of the Chinese beer market. They believe that this deal will enhance the cooperation with Chongqing Beer and further improve the returns for the shareholders of Chongqing Beer.
Actually， Carlsberg acquires Chongqing Beer for its own ambition. Some securities analysts say that the stock of Chongqing Beer is not a star in the capital market. Some investors even hold a negative opinion towards it because of its distracting involvement into the hepatitis B vaccine. “Apparently， it is not Carlsberg’s goal to directly benefit from the capital market”.
According to the statistical data from Eurmonitor， Snow Beer， Tsingtao Beer， Budweiser and Yanjing Beer each take 10% of the beer market of China. In comparison， the market share of Carlsberg is only 1.5% while Chongqing Beer’s market share is 2.2%. The financial report of Carlsberg shows that the company’s annual operating revenue was US$12.051 billion in 2012， but the growth rate was only 3%. In the Asian market， its growth rate exceeded 9%. In China， the figure is also higher than 4%. Therefore， it is very important to expand the market of China，
Liu Jinhu， analyst at Guohai Securities， says that Carlsberg’s acquisition of the established second-tier brand Chongqing Beer shows its strategy with West China as the core market.
In recent years， Chongqing Beer took 90% of the beer market in Chongqing. Even the siege of Tsingtao Beer and Snow Beer cannot undermine its dominance in this city. Such a market position just tallies with Carlsberg’s strategy of gaining more marker shares quickly and directly. With the channels and market share of Chongqing Beer， Carlsberg can save a lot of cost put into the penetration into Chongqing and other cities in Southwest China. In Niu Yang’s opinion， Carlsberg is definitely going to increase the workload of Chongqing Beer in the future.
After the acquisition， Chongqing Brewery Group， a state-owned enterprise， will completely quit the shareholding structure of Chongqing Beer， which was turned into a beer brand controlled by the foreign beer giant.
And Carlsberg can go public in the A-share market in a roundabout way.
A source points out that Carlsberg has spent 10 years and RMB 3.7 billion turning Chongqing Beer into a completely foreign-owned brand. The total cost is expected to reach RMB 9 billion in addition to the integration.
Meanwhile， as all beer brands of Chongqing Brewery Group were successively turned into foreign brands， this well-established state-owned enterprise has finished its role of transmission and it very likely to be liquidated in the end.
Lower than the Offer
This time Carlsberg made the acquisition based on the tender offer， which was delivered to all shareholders of Chongqing Beer except Carlsberg Chongqing and Carlsberg Hong Kong. Among these shareholders， Chongqing Brewery Group held 20% of the stocks of Chongqing Beer and has agreed to accept the tender offer of Carlsberg.
A director from Carlsberg China says that the acquisition is to serve for the goal of enhancing the strate-gic investment into Chongqing and not for ending the role of Chongqing Beer as a listed company. It is known that Chongqing Brewery Group was previously the largest shareholder of Chongqing Beer， but now Carlsberg， along with its two branches in Hong Kong and Chongqing， totally hold 29.71% shares of Chongqing Beer， making its self the actual controlling shareholder. When the tender offer of this time expires， Carlsberg can maximally hold 60% shares of Chongqing Beer， giving Carlsberg the role as the majority shareholder.
November 5 was the first day of the declaration of the tender offer. On that day， the stock price of Chongqing Beer closed at 18.33 yuan per share， lower than the 20-yuan/share offered by Carlsberg. Niu Yang， a consultant at Hualong Securities， points out that the PE ratio of Chongqing Beer in the past 12 months was 43.96， much higher than Tsingtao Beer and other beer brands. Therefore， it is hard to lift the market price.
“The stock price in the second-tier market decides how much capital Carlsberg needs to use，” Niu Yang points out. For example， if the stock price of Chongqing Beer is lower than the tender offer price of 20 yuan， the other shareholders of Chongqing Beer other than Chongqing Brewery Group， are willing to accept the tender offer and Carlsberg needs to spend at most RMB 2.92 billion acquiring the 146 million shares. If the stocks of shareholders willing to accept the tender offer exceed 146 million shares， Carlsberg will make the same offer again to acquire the extra shares.
As agreed， when the tender offer expires， Chongqing Brewery Group can sell any of its extra shares of Chongqing Beer to Carlsberg at the price of 20 yuan per share.
The Flagship of Carlsberg
The tend offer also includes the promise of investment into Chongqing Beer. When the tender offer is finished， Chongqing Beer can have the same opportunity with Carlsberg in the investment into any rivaling beer brands had Carlsberg got the opportunity of investing into other beer brands. Meanwhile， the related third party is to agree to offer this opportunity to Chongqing Beer with reasonable conditions. If so， Chongqing Beer， Carlsberg and the third party should hold positive negotiations about Chongqing Beer’s access to the opportunity.
“Chongqing Beer is going to be the flagship product of Carlsberg in China，”says a source inside Carlsberg. When this Danish company acquired nine beer brewers and one malt plant of Chongqing Brewery Group in East China， the management of these enterprises was also entrusted with Chongqing Beer， which was given the right of selling， closing or list these enterprises based on their operating performance. Such a pattern could radically solve the problem of overlapping sales areas.
And from now on Chongqing Beer will act as the OEM of Carlsberg’s products. But will it harm the original brands of Carlsberg？ The aforementioned source says that Carlsberg’s prod- ucts are high-end brands， which do not stand in the way of Chongqing Beer’s current major products which target ordinary consumers. In the future， Carlsberg is to introduce more operating experiences into Chongqing Beer to enhance the brand.
The 2012 financial report of Chongqing Beer shows that the sales of Chongqing Beer amounted to RMB 3.15 billion， and Carlsberg’s products contributed RMB 167 million， only accounting for 5% of the total sales. But for certain the proportion is going to be increased again. Then is there any possibility of shakeup in Chongqing Beer’s management？ The source from Carlsberg says that the company is to see whether to and how to execute the power as shareholders and recommend qualified candidates for directors and senior executives to Chongqing Beer.
Actually， the core management team of Chongqing Beer has gone through great changes. In April 2013， Zhao Zekai was appointed as the general manager of Chongqing Beer，
replacing Chen Shijie， who is a veteran in the company. It is known that Zhao Zekai was the director of Carlsberg in Central and West China. In addition， Wang Weidong and Lu Lutao， both of whom came from Carlsberg， were appointed as the assistant to general manager， respectively taking charge of HR and finance.
In May 2013， the directorate of Chongqing Beer recruited three new vice general managers who all came from Carlsberg. An insider from Chongqing Beer says that these three people’s appointments mean that Carlsberg have already controlled the core management team of Chongqing Beer. Even though some important positions have been taken by original executives of Chongqing Beer.
Carlsberg Targets West China
Prof. Tian Ying from Chongqing Normal University says that the acquisition of Chongqing Beer by Carlsberg only took seven months from being announced to being implemented， which was the fastest tender offer by foreign companies in the Chinese capital market. Prior to that， Diageo spent two years on the tender offer Chinese spirit brand Shuijingfang.
Such a quick pace reflects the ambition of Carlsberg in China. The source from Carlsberg says that the Danish company wants to increase its shares of Chongqing Beer because of the great outlook of the Chinese beer market. They believe that this deal will enhance the cooperation with Chongqing Beer and further improve the returns for the shareholders of Chongqing Beer.
Actually， Carlsberg acquires Chongqing Beer for its own ambition. Some securities analysts say that the stock of Chongqing Beer is not a star in the capital market. Some investors even hold a negative opinion towards it because of its distracting involvement into the hepatitis B vaccine. “Apparently， it is not Carlsberg’s goal to directly benefit from the capital market”.
According to the statistical data from Eurmonitor， Snow Beer， Tsingtao Beer， Budweiser and Yanjing Beer each take 10% of the beer market of China. In comparison， the market share of Carlsberg is only 1.5% while Chongqing Beer’s market share is 2.2%. The financial report of Carlsberg shows that the company’s annual operating revenue was US$12.051 billion in 2012， but the growth rate was only 3%. In the Asian market， its growth rate exceeded 9%. In China， the figure is also higher than 4%. Therefore， it is very important to expand the market of China，
Liu Jinhu， analyst at Guohai Securities， says that Carlsberg’s acquisition of the established second-tier brand Chongqing Beer shows its strategy with West China as the core market.
In recent years， Chongqing Beer took 90% of the beer market in Chongqing. Even the siege of Tsingtao Beer and Snow Beer cannot undermine its dominance in this city. Such a market position just tallies with Carlsberg’s strategy of gaining more marker shares quickly and directly. With the channels and market share of Chongqing Beer， Carlsberg can save a lot of cost put into the penetration into Chongqing and other cities in Southwest China. In Niu Yang’s opinion， Carlsberg is definitely going to increase the workload of Chongqing Beer in the future.