London, Jan 24 - European brewers Carlsberg and Heineken are expected to launch their formal 7.8 billion pound ($15.3 billion) joint cash bid on Thursday to split up Britain's biggest brewer Scottish & Newcastle (S&N), sources close to the situation said.
Advisers were working on the deal throughout Wednesday and final decisions were being made on the split-up of S&N's business in continental Europe during the due diligence process. An agreement was expected but not guaranteed, they added.
The Danish-Dutch bidding consortium raised its bid to 800 pence per S&N share last week to encourage the Edinburgh-based brewer into talks. Carlsberg and Heineken are set to formalise their bid before 1200 GMT on Jan. 24.
Both parties to the bid are conducting due diligence of S&N's national businesses in Europe and are hammering out the costs of the deal, sources said.
How the bidders will divide S&N's continental European region is at the centre of negotiations with Carlsberg looking to take over S&N's operations in France and Greece, and Heineken set to acquire S&N's businesses in Portugal, Finland and Belgium.
"There are no major problems, no black holes, it is just making the final decision over the split of the assets," said one source close to the talks.
Last-minute concerns are to be ironed out, allowing bidders to win the approval of the S&N board, spurring recommendation of the offer after a three-month bidding saga. There is no certainty, however, of a deal closing, sources said although Cazenove analyst Matthew Webb said all parties were committed and an agreement would be reached.
Despite volatile world stock markets and a continued credit squeeze, the Copenhagen-based brewer insisted that financing was in place for the deal to go ahead and to split up the brewer of Foster's, Kronenbourg and Newcastle Brown Ale.
"The financing is in place. We will keep our investment grade, and the Carlsberg Foundation will keep its minimum stake of 25 percent, as we have said all along," Carlsberg's Head of Communications Jens Peter Skaarup told Reuters.
S&N shares closed off 1.5 percent at 735p, well below the 800p bid price, while Carlsberg ended up 1.8 percent at 558 crowns ($101) and Heineken was down 2 percent at 37.95 euros ($55.47).
Carlsberg is planning to fund 55 percent of its deal by a 31-billion-crown equity bridge loan to be repaid by a rights issue that analysts believe will double the number of Carlsberg shares and dilute the Carlsberg Foundation's stake to 25 percent.
Last year, the Charitable Foundation agreed to cut its stake in Carlsberg to 25 percent from 51 percent while retaining a majority of the voting rights to help fund potential takeovers.
Under the breakup plan, Carlsberg will acquire S&N's 50 percent stake in Baltic Beverages Holding (BBH) to give the Danish brewer full control of this fast-growing East European brewer and also S&N interests in France, Greece and China.
Heineken will take over S&N's British business which includes Strongbow cider and John Smith's bitter and other European markets such as Belgium, Portugal as well as its U.S. and Indian businesses.