Carlsberg launched its voluntary offer to purchase shares in Baltika Breweries on June 1 2012 - at RUB 1,550 (€38.9) per share, a 26% premium to the firm's February 19 share price - with the offer due to expire on August 9 2012.
"If shareholders do not accept the offer ahead of its expiry on 9 August 2012 and if Carlsberg does not achieve 95% ownership, Carlsberg Group may withdraw the offer and shareholders will miss the opportunity to sell at the current voluntary offer price," the company said.
"Shareholders will then be exposed to the stock market movements. In addition, when Carlsberg Group announced its intentions to make the voluntary offer for Baltika Breweries, it also stated it intends to cease future dividend payments from Baltika Breweries," the firm added.
Taxes and price increases
Carlsberg owns around 85% of Saint Petersburg-based Baltika, but the firm is keen to acquire the balance of shares to boost is presence in the world's fourth-largest beer market by volume, where main rivals (in order of market share) include ABI, Heineken, Efes and SAB Miller.
However, Russia is not the stellar beer growth prospect it once was, due to a combination of stiff tax increases in recent years, and a sales ban on beer from street kiosks and stores outside after 11pm from 2013; the Russian government is also poised to tighten rules on alcohol advertising.
During Carlsberg's Q1 2012 results announcement on May 9, CEO Jørgen Buhl Rasmussen noted a "flattish Russian market and a slight declining market in Ukraine," but said consumers had responded well to recent price increases, with the firm was positive about its full-year 2012 outlook.
"On pricing, ABI, Carlsberg, and the competition, we have all, I think, more or less covered, with two price increases - as far as we can see - the duty impact," Rasmussen said. Russia increased taxes on beer by 20% from January 1,"
He added: "Our Russian market share in Q1 was 37%, an improvement compared to the 36.8% in Q4 [although the year-on-year comparative is 39.1%] and the trend was exactly the same in the old urban [rather than urban plus rural] Nielsen [sales] universe."