Diageo to buy 53% stake in Mallya’s USL for $2bn

'Not Sold Family Silver, Funds Not For KFA' Boby Kurian & Anshul Dhamija TNN  Mumbai/Bangalore: Drinks giant Diageo Plc has agreed to buy up to 53.4% stake in United Spirits Ltd (USL) for $2 billion (over Rs 11,000 crore) in a deal combining the world's most valued liquor company with the largest volume player.      This one swig makes Diageo the new master of India's booming liquor market with more than 50% share. India, one of the fastest growing geographies for alcoholic beverages, also becomes Diageo's second largest market after the US.      The British behemoth, however, nuanced the acquisition as a partnership with Vijay Mallya to make the latter's "incredibly strong" liquor empire more successful.      Mallya, who will remain chairman despite an almost halved stake, continued his aggressive talk with Indian media, saying, "I am not selling my family silver or jewels. I am just embellishing it. I am not here to correct perceptions. But facts will be facts." WHAT THIS DEAL MEANS      Diageo to acquire 27.4% in United Spirits Limited through a combination of Mallya's stake and preferential allotment at $1.1bn      It will launch an open offer for a maximum of 26%, taking its holding to 53.4%; the total value of the deal works out to $2.04bn      Mallya's United Breweries (Holdings) Ltd, also parent of KFA, will receive Rs 2,300 crore in cash      It will help Mallya cut group's debt, which stands at over Rs16,000 crore      Diageo-USL combine (247m cases of 9 litres each) will be more than double the size of its nearest rival Pernod Ricard (100m cases) by volume globally A win-win situation, says Diageo COO      Vijay Mallya's United Breweries (Holdings) Ltd will own a 14.9% stake at the end of the Diageo transaction. Industry observers said Diageo's unlikely to tinker with USL top brass as it recognizes the complexity of the buyout in a tightly regulated industry, where politics often dictates tax regimes and trading regulations in many states.      The alcobev tycoon also rejected speculation that he would plough cash from Diageo to restart the grounded Kingfisher Airlines. "I have always run businesses separately without cross-contamination. I have done my best for beer business in the past and I am doing the same for liquor now. I will do it for airline company too, fairly and squarely," Mallya said.      Diageo Plc chief operating officer Ivan Menezes, who spearheaded deal talks with Mallya for almost six years, said it was "a win-win situation" for the two partners in one of the most exciting markets growing at 15% annually. Menezes indicated that Diageo would leave USL management structure undisturbed for a while but refused to detail the new board composition and the rights the London-listed company would carry as part of the acquisition. "I will continue what I have been doing so far," Mallya quipped to a query on whether he would continue to be a chairman with executive duties.      Diageo and Mallya also entered into a separate agreement to float an equal South African JV, after the former decided to take a 50% stake in the privately held United National Breweries of the Indian liquor czar. This could become a broader vehicle to expand Mallya's interests into other emerging markets. TOI first reported on Diageo's plans to strike an African JV with Mallya on September 27.      The long-rumoured deal was unveiled on Friday afternoon with Mallya and Menezes addressing the media from London. Diageo will pay Rs 1,440 per share to buy an initial 27.4% stake (purchased from Mallya and through fresh allotments) for a total consideration of Rs 5,724 crore, or about $1.1 billion. This will trigger mandatory open offer for another 26%, giving Diageo a controlling interest of 53.4% in the company, which also owns Scottish distiller Whyte & Mackay. The total consideration, including the open offer, could cross $2 billion when completed.      Menezes said Diageo will keep its fully-owned India unit separate with no immediate plans to merge it with USL. This Diageo subsidiary currently imports brands like Johnnie Walker scotch whiskey and sells locally bottled brands such as Smirnoff vodka, Vat 69 and Black & White. While the sensex ended down on Friday, USL's share price closed 1.22% higher at Rs 1,359.70. On the London Stock Exchange, Diageo's share price was marginally up. I have not sold any family jewel but embellished it  Vijay Mallya India has the potential to become the largest market in the long term  Ivan Menezes