Molson's $1.2B Acquisition of Kaiser of Brazil

Molson Inc. of Montreal acquired Brazilian brewer Cervejarias Kaiser SA, the country’s second-largest brewer, in a March 19, 2002 transaction valued at $1.2 billion. The sellers were international brewer Heineken and The Coca-Cola Company and its bottlers in Brazil. As part of the transaction, the sellers acquired a 6.1 per cent class A non-voting share interest in Molson, and Heineken took a minority position in a new Brazilian venture in which Molson has combined its previous Brazilian subsidiary, Bavaria, with the newly acquired Kaiser. Molson, with an approximate 18 per cent market share in Brazil, is now the second-largest brewer in Brazil and the thirteenth largest in the world. The transaction was financed by a combination of cash, the issuance of US$150 million of class A non-voting shares of Molson, and a $1.125 billion syndicated acquisition financing.

Molson’s legal team was directed by senior vice-president, chief legal officer and secretary Marie Giguère in Montreal, assisted in Canada with respect to corporate, acquisition and securities matters, as well as with respect to the syndicated acquisition financing for the transaction by Fasken Martineau DuMoulin LLP, with a team led by Maurice Forget (corporate finance/securities) and Xeno Martis (corporate finance/banking) in Montreal. In Brazil, Ms. Giguère was assisted by Luiz Leonardo Cantidiano of Motta, Fernandes Rocha in São Paulo.

The sellers were represented by José Orlando Lobo and Rodrigo Guerra of Goulart Penteado, Iervolino & Lefosse in Brazil (recently associated with Linklaters & Alliance), with assistance from Gregory Harrington and Stephen Double of Linklaters in São Paulo. Stikeman Elliott provided Canadian advice to the sellers, with a team comprised of Philip Henderson (corporate finance/securities) and Karen Jackson and Maureen Tai (corporate) in Toronto.

The Canadian banking syndicate, led by Bank of Montreal, as underwriter and administrative agent, and including CIBC and Royal Bank of Canada as co-arrangers, was represented by Ken Atlas, Terry Didus and Poupak Bahamin of Heenan Blaikie LLP in Montreal.