WHILE YOU in Scotland get used to life after Scottish & Newcastle, we in Denmark hail the management of Carlsberg, which joined with its arch-rival Heineken to acquire the Scottish brewer in a deal to be completed this week. To you it was a treacherous Viking raid on one of your last public companies. To us, it was a necessary grab at last chance of survival for a Danish icon, whose slogan here is simply "Vores øl" - "Our Beer".
Before Carlsberg turned on S&N, its partner in its Russian joint-venture Baltic Beverages Holding (BBH), the global breweries industry was consolidated around giants SAB Miller, InBev, Anheuser-Busch and Heineken. Sacrificing S&N counts as hardball in anyone's book, but Carlsberg acted because it simply had to throw away decades of business conservatism if it was to play in the big league. It wasn't pretty, but for Danes, the alternative was - and is - much worse. "Losing" Carlsberg would be like losing the Little Mermaid or the Tivoli Gardens.
When early in 2007 S&N had secret talks with Carlsberg about the future of the BBH joint venture, it became clear to Carlsberg that it had to move decisively, and fast to gain control of the Russian brewer. The problem was Carlsberg's financial weakness - it couldn't do it alone. To everyone's surprise it found a new best friend in Holland, which happened to be its main competitor in the global premium beer market.
This one-off combination worked, at least in the short term. Carlsberg is now number one in Russia, with by far the biggest share of a growing beer market, plus a smaller share in China. This deal means that Heineken is suddenly number one in the UK and in Finland. Carlsberg today is number four in the UK.
How will Carlsberg and Heineken compete now in the UK? We will have to see. They will probably revert to cut-throat competition,
The first offer from the Carlsberg-Heineken consortium was published in October 2007 with a price label of 720p per S&N share. After months of rumours and speculation the takeover panel forced Carlsberg-Heineken to show their hand.
Hostile takeover bids are uncommon in Denmark, and Carlsberg is our fifth or sixth biggest company. This was thrilling new territory to those of us who covered the story. Of course, the Carlsberg-Heineken team knew from the start that the 720p price was too low but they clearly did not expect the beer fight to develop into an emotional international one, with the Edinburgh squad fighting back hard.
S&N CEO John Dunsmore, who cared less emotionally about S&N's independence than did chairman Sir Brian Stewart, used tricks from his time as a City banker to force Carlsberg-Heineken to raise the offer to 800p, putting the price of S&N at around £11 billion. This caused second thoughts for many in Denmark, who noted that Carlsberg already carried heavy debts.
This means that, while the Dutch will sign their final cheque for S&N this week with a casual flourish, the Danes are being pushed to their limits. Carlsberg's bankers will provide bridge financing, on condition that the brewer asks the equity market for about £3bn more capital. That will take place over the next 12 months. It has become slightly cheaper for Carlsberg to buy its share because of the strength of the krone against the pound. But it is still the biggest cross-border acquisition ever made by a Danish company.
Where things have got difficult is that the 160-year-old company is controlled by the Carlsberg Foundation, which lacks the cash to back up the deal. The Foundation will therefore lower its stake to a minimum of 25% while retaining voting rights remaining at 51%.
The bottom line is that Carlsberg's situation is pretty complicated. It clearly has to transform its financial organisation and structure. The brewer will shift from being a Western brewer to an Eastern brewer. Now its total revenue consists of 61% of turnover in Eastern Europe and Asia, rising to 70% in 2010, with only 30% coming from Western markets. More important is the fact that profit from Eastern markets is expected to rise from 46% to 65% of the group total. It took Carlsberg a long time to realise that it had to choose between going full steam ahead or becoming a marginalised regional player in a few European countries. There is no in-between. The new attitude at Carlsberg is that the Danish brewer has decided aggressively to secure a place in the big five beer companies. It intends to be a tough competitor in Europe, Russia and in Asia (especially China). South America and North America have more or less been abandoned.
Over the next few years Carlsberg looks vulnerable. Rising interest rates will hurt, even if cashflow looks strong. Any big problems and higher interest rates will put serious pressure on Carlsberg. Market share and profit in Russia will have to be defended. Meanwhile, beer consumption in Western Europe will continue to fall, demanding fewer and more effective breweries and more focus on distribution. New possibilities will come up in Asia - especially in China. Danish companies have a strong international mercantile tradition, but the question is whether Carlsberg has the financial power and smarts to keep up with the competitors.
The funeral of S&N is also the baptism of Carlsberg as a global player. Until it grows to robust maturity, its survival in the big league remains in doubt.
Jens Christian Hansen is deputy editor of the Copenhagen daily Berlingske Tidende