26.07.2005 08:36:00
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Fortune Brands Closes Major Spirits & Wine Transaction
-- Strengthens Portfolio with Major Brands Including Sauza, Courvoisier, Canadian Club and Clos du Bois
-- Enhances International Strength with Key National Brands and Distribution Operations in Priority Markets
-- Creates #4 Spirits Company in the World with Excellent Growth Prospects
-- Highly Accretive to Fortune Brands' Earnings
Fortune Brands, Inc. (NYSE:FO) today completed the transaction forthe acquisition of more than 20 spirits and wine brands that willelevate the level of its portfolio, expand its international strengthand make it a new global leader in premium spirits and wine. Thebrands and related assets are being acquired from Pernod Ricardfollowing Pernod Ricard's acquisition of Allied Domecq completedearlier today.
Fortune Brands is acquiring some of the premier growth brands inthe world, including Sauza tequila, Courvoisier cognac, Canadian Clubwhisky, Laphroaig single-malt Scotch and Clos du Bois wines. Thecompany is also acquiring leading national brands in the U.K., Spainand Germany, Allied Domecq's distribution operations in those marketsand for California wine, Pernod Ricard's Larios brand, and productionfacilities related to the brands.
The new brands will more than double revenue for the company'sspirits and wine business and place it among the top four spiritscompanies in the world. The company will also be among the top fivecompanies in super-premium U.S. wines. While there will be atransitional period not to exceed six months during which the assetswill be transferred to Fortune Brands, the company will manage thebrands and assets - and receive the profits and cash flows - as of theclosing.
"This is a transformational acquisition for our spirits and winebusiness that creates significant value for our shareholders," saidFortune Brands chairman and CEO Norm Wesley. "With a broader, strongerportfolio and expanded international strength, our spirits and winebusiness will be a new global leader in premium spirits and wine withexcellent prospects to accelerate growth."
Fortune Brands paid approximately 2.8 billion British pounds(approximately $5.0 billion U.S. dollars) at closing for the brands,related production facilities and the key distribution assets.
Among the premium global growth brands and leading national brandsincluded in the acquisition are:
-- Sauza, the fast-growing #2 tequila in the world
-- Courvoisier, one of the world's leading cognacs
-- Canadian Club, the #2 Canadian whisky in the world
-- Clos du Bois, the #2 U.S. super-premium wine brand, and other super-premium Sonoma and Napa wine brands
-- Laphroaig, the #1 Islay malt whisky in the world
-- Teacher's, the #3 Scotch whisky in the U.K.
-- Cockburn's, the #1 port brand in the U.K.
-- Harveys, a leading brand of sherries in the U.K.
-- Larios, the #1 gin brand in Spain and #5 in the world
-- DYC, the #3 whisky brand in Spain
-- Fundador, Spain's #1 export brandy
-- Centenario, the #1 brandy in Spain
-- Kuemmerling, the #3 bitters brand in Germany.
Fortune Brands' agreement with Pernod Ricard also includes thepurchase of the Maker's Mark bourbon brand, which remains subject toregulatory clearance in the United States. While the U.S. FederalTrade Commission conducts its review, Maker's Mark will be owned andmanaged by Pernod Ricard and Pernod Ricard will receive the earningson the brand. Fortune Brands will be compensated with interestpayments pending transfer of the brand.
Taking Spirits & Wine Business to a New Level
Sauza, Courvoisier, Canadian Club, Teacher's, DYC and Larios areall among the top 100 premium spirits brands in the world by casevolume. The acquired brands build on a portfolio that already includesgrowing brands such as Jim Beam, the world's #1 bourbon; DeKuyper, the#1 line of cordials in the U.S; Knob Creek, the world's #1 small batchbourbon; Starbucks(TM) Coffee Liqueur; and the acclaimed Geyser Peakand Wild Horse California wine brands.
As a result of the acquisition, Fortune Brands' spirits and winebusiness will be:
-- the fourth largest spirits company in the world, up from #7
-- home to nine of the world's top 100 premium spirits brands, up from three
-- the fifth largest company in super-premium U.S. wines
-- more than doubling its spirits and wine revenues
-- nearly doubling its spirits and wine case volumes
-- increasing the percentage of its case volumes sold in international markets from approximately 25% to 45%.
"Adding these great brands and assets takes Jim Beam Brands to anew level," said Tom Flocco, president of Jim Beam Brands Worldwide,Fortune Brands' spirits and wine business.
"Our strategy for Jim Beam Brands going forward is simple. We'llinvest in the continued growth of our leading spirits and wine brandswith a strong emphasis on marketing. We'll leverage our broader,stronger portfolio to support brand growth. And we'll capitalize onnew international growth opportunities. To achieve our goals, we'llrely on a powerful combination of talent from both Jim Beam Brands andAllied Domecq. We're excited to welcome to our family the teams ofpeople who have helped build these brands into global and nationalleaders.
"The great global growth brands will build on the strongfoundation we've established at Jim Beam Brands. Tequila is afast-growing category and Sauza is one of the spirits industry'shottest brands - it'll be our second largest spirits brand.Courvoisier is an exciting growth brand that gives us an excellentposition in cognac. Courvoisier is the category leader in the U.K. andit's #3 in the United States. As the world's #2 Canadian whisky,Canadian Club is a premier global growth brand. Laphroaig is one ofthe world's fastest-growing super-premium single-malt Scotch brands.We're looking forward to adding the fast-growing Maker's Mark brandfollowing clearance from the FTC. And we'll become a major player insuper-premium U.S. wines by adding several wineries including Clos duBois, the #2 super-premium U.S. wine brand."
Strengthening Global Distribution
"The U.K., Spain and Germany are among the world's most importantspirits markets, and the combination of the global brands, leadingnational brands and our current brands like Jim Beam will give usadded scale and a more attractive portfolio that will improve ourgrowth prospects in each market," Flocco added.
"We expect this acquisition to significantly strengthen ourdistribution around the world. In the U.S., our Future Brandsdistribution joint venture already drives the second highest casevolume, and the addition of these brands will enhance the portfolioand create efficiencies of scale. In international markets, we'reworking with Maxxium and our partners in non-Maxxium markets tocapitalize on the growth opportunities and efficiencies thisacquisition offers," said Flocco.
Creating Value for Shareholders
"Spirits and wine is a profitable industry with excellent growthprospects, and we'll be well positioned to accelerate our growth inthis business over the long term," said Wesley. "We believe thecombination of profitable growth and cash-flow generation will deliversignificant value for shareholders. Our returns are well in excess ofour cost of capital, and we see this acquisition adding 25-35 cents toour diluted earnings per share in 2006. We expect to continuegenerating strong free cash flow, and our priority for the use of ourfree cash over the near term will be to pay down the debt we incur inthis transaction."
Fortune Brands was advised on the transaction by Credit SuisseFirst Boston as financial advisor and Herbert Smith LLP as legaladvisor.
About Fortune Brands
Fortune Brands, Inc. is a $7 billion leading consumer brandscompany. Its operating companies have premier brands and leadingmarket positions in home and hardware products, spirits and wine, golfequipment and office products. Home and hardware brands include Moenfaucets, Aristokraft, Schrock, Diamond and Omega cabinets, Therma-Trudoor systems, Master Lock padlocks and Waterloo tool storage sold byunits of Fortune Brands Home & Hardware, Inc. Jim Beam BrandsWorldwide, Inc. is the company's spirits and wine business. Majorspirits and wine brands include Jim Beam and Knob Creek bourbons,Sauza tequila, Canadian Club whisky, Courvoisier cognac, DeKuypercordials, Starbucks(TM) Coffee Liqueur, Laphroaig single malt Scotch,Vox vodka and Clos du Bois and Geyser Peak wines. Acushnet Company'sgolf brands include Titleist, Cobra and FootJoy. Office brands includeSwingline, Wilson Jones, Kensington and Day-Timer sold by units ofACCO World Corporation. Fortune Brands, headquartered in Lincolnshire,Illinois, is traded on the New York Stock Exchange under the tickersymbol FO and is included in the S&P 500 Index and the MSCI WorldIndex.
To receive company news releases by e-mail, please visitwww.fortunebrands.com.
Forward-Looking Statements
This press release contains statements relating to future results,which are forward-looking statements as that term is defined in thePrivate Securities Litigation Reform Act of 1995. Readers arecautioned that these forward-looking statements speak only as of thedate hereof, and the company does not assume any obligation to updatethem. Actual results may differ materially from those projected as aresult of certain risks and uncertainties, including but not limitedto changes in general economic conditions, foreign exchange ratefluctuations, changes in interest rates, changes in commodity costs,returns on pension assets, competitive product and pricing pressures,trade consolidations, the impact of excise tax increases with respectto distilled spirits, regulatory developments, the uncertainties oflitigation, changes in golf equipment regulatory standards, the impactof weather, particularly on the home products and golf brands,increases in health care costs, the completion of the office productsbusiness spin-off and the spirits and wine acquisition, challenges inthe integration of acquisitions and joint ventures, including thespirits and wine acquisition, as well as other risks and uncertaintiesdetailed from time to time in the Company's Securities and ExchangeCommission filings.
Acquisition Facts
Jim Beam Acquired
Brands brands Combined
-------- -------- --------
2004 net sales $1.2 billion $1.3 billion $2.5 billion
% US/International sales
(est.) 75%/25% 45%/55% 60%/40%
Worldwide case volume 19 million 18 million 37 million
Worldwide spirits industry
rank #7 --- #4
Top 100 premium spirits
brands 3 6 9
Acquired Brands
---------------
Sauza tequila
Canadian Club whisky
Courvoisier cognac
Maker's Mark bourbon (subject to regulatory approval)
Laphroaig Scotch whisky
Teacher's Scotch whisky
Cockburn's port
Harveys sherry
Larios gin
DYC whisky
Fundador brandy
Centenario brandy
Kuemmerling bitters
Jacobi brandy
Clos du Bois wine
Buena Visa wine
William Hill wine
Gary Farrell wine
J. Garcia wine
Jake's Fault wine
Haywood Estate wine
Atlas Peak wine
The figures presented are approximate, in particular as a result of:
(a) different sales periods (Allied Domecq sales data is for the
year ended 31 August 2004; Jim Beam Brands sales data is for
the year ended 31 December 2004).
(b) currency conversions from Euros and pounds sterling into US
dollars calculated at current exchange rates.
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