Campari Group, a leading player in the global spirits industry, announced the successful completion of its acquisition of 100% of Beam Holdings France S.A.S.
Now it is renamed Courvoisier Holding France S.A.S., which in turn owns 100% of Courvoisier S.A.S., the esteemed owner of the Courvoisier brand. This milestone marks the realization of an agreement initially disclosed on December 14th, 2023.
The acquisition process commenced with Campari Group entering into exclusive negotiations with Beam Suntory Inc., the seller, who held a put option. After months of careful deliberation, the agreement was officially signed on February 26th, 2024. Following this, Campari Group diligently fulfilled various conditions precedent, including consultations with French employees' representatives and navigating through regulatory processes such as antitrust regulations.
The acquisition, valued at USD 1.17 billion (EUR 1.08 billion at the hedged currency rate), also encompassed the book value of maturing inventory estimated at April 30th, 2024, totaling USD 410 million. Additionally, Campari Group agreed to pay approximately USD 30 million (EUR 28 million) related to finished goods in the Seller's in-market companies as per a stock transfer agreement.
Consequently, the upfront Enterprise Value amounted to USD 1.20 billion (EUR 1.11 billion), comprising the purchase price and the value of finished goods stock take. Moreover, an earn-out of up to USD 120 million (EUR 112 million) will be payable in 2029 based on the achievement of net sales targets realized in full-year 2028, further solidifying the total Enterprise Value at USD 1.32 billion (EUR 1.22 billion) if the earn-out conditions are met.
It's noteworthy that the purchase price and finished goods stock take remain subject to customary price adjustment mechanisms to be calculated in the next 90 days.
The transaction was primarily financed in cash, leveraging Campari Group's available resources, which were bolstered by a combined offering of newly issued shares (EUR 650 million) and convertible bonds (EUR 550 million) directed to qualified investors on January 10th, 2024.
Moving forward, the consolidation effect of this strategic acquisition will be reflected in Campari Group's financials from the closing date onwards. This move not only strengthens Campari Group's position in the spirits market but also underscores its commitment to growth and innovation in the industry. With the addition of the iconic Courvoisier brand to its portfolio, Campari Group is poised to unlock new opportunities and deliver enhanced value to its stakeholders.