UK competition watch-dog launches inquiry into proposed Carlsberg UK, Marston JV

UK – The Competition and Markets Authority (CMA) of UK has launched a formal inquiry into the merger of Marston’s brewing business with Carlsberg UK.

The companies agreed in May to merge Marston’s brewing arm with Carlsberg’s UK division and create new a joint venture, in a deal worth £780m (US$1.02bn).

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However, it was subsequently reported last month that the merger would be delayed, pending a review by the CMA.

Marston’s had expected the deal to be complete in the third quarter of this year, but this has now been pushed back to the fourth quarter.

The CMA has now launched a ‘phase 1’ investigation following the European Commission’s decision to refer the case to the United Kingdom, and invited comments.

The competitions regulator will consider whether the deal could lead to ‘a substantial lessening of competition within any market or markets in the United Kingdom for goods or services’.

The invitation to comment is open until 2 September, with the deadline for the ‘phase 1’ decision and whether to launch a more in-depth ‘phase 2’ investigation due by 19 October.

When first announced, the joint venture valued Marston’s Brewing Business at £580m (US$760m) and Carlsberg UK at £200m (US$262m).

Tom Stainer, CAMRA’s chief executive, said the group has “serious concerns” about the joint venture, including market foreclosure for small brewers, which he said will reduce choice for beer drinkers and pub-goers.

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“This is why the CMA must make sure that any merger does not stifle fair competition, access to market for brewers, and ensure decent consumer choice of beer in pubs up and down the country.”

Despite Marston’s superior valuation, the pub chain will hold only a 40% stake in the merged firm, which will be named Carlsberg Marston’s Brewing Company.

However, it will also receive a £273m (US$357.8m) cash payment upon completion of the deal. Carlsberg will hold a 60% stake.

The deal is expected to create significant value through synergies and productivity improvements, with CMBC predicting reported annual joint venture cost synergies of approximately £24m (US$31.4m) by the end of the third year following completion.

Regarding the CMA review, Marston’s had previously stated, “We do not expect that the transaction raises any competition concerns and are satisfied that the group has sufficient liquidity in place to meet its requirements ahead of completion.”

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