Russia: Minority shareholders say Baltika is ready to pay too much for Pikra brewery

Minority shareholders in beermaker Baltika are gearing up for a court battle in their continued offensive against majority owner Baltic Beverages Holding, the Moscow Times posted on July 26. In order to beef up their recent victory, which stalled Baltika's plan to purchase a 70.3 percent stake in Pikra brewery, minority shareholders plan to dispute a July 7 vote on the deal.

In that vote, they rejected Baltika's plan to buy a majority stake in Siberia-based Pikra from BBH for $67.5 million, which they considered too high. BBH is pushing for the Pikra purchase as part of a plan to bring a handful of smaller breweries it owns under Baltika's wing.

BBH, which controls a 75 percent stake in Baltika, is jointly owned by Scottish & Newcastle and Carlsberg.

Law firm Alimirzoyev & Trofimov, which represents the minority shareholders, will file a lawsuit before the end of this week to annul the July vote, according to an anonymous source close to the dispute. The source spoke on the condition of anonymity because of the sensitivity of the situation.

Baltika says the purchase was blocked by a small margin, as 49 percent of minority shareholders approved the deal. However, the minority shareholders claim that the rate of approval of the deal was no higher than 20 percent.

The minority shareholders maintain that Baltika's claim that 49 percent of the shareholders voted in favor of the deal was skewed and that shareholders linked to BBH and Baltika executives illegally participated in the vote.

It is illegal for BBH to participate in the vote as it has an interest in the deal.

BBH dismisses allegations of wrongdoing with respect to how the vote was handled. "We would strongly defend our legal position," BBH spokeswoman Linda Bain said.

Sergei Alimirzoyev, a partner at Alimirzoyev & Trofimov, could not be reached for comment Monday.

BBH, which controls 18 breweries in Russia, Ukraine, Kazakhstan and the Baltics, first outlined the consolidation plan in May, saying it would bring its Pirka, Yarpivo and Vena breweries under Baltika's control.

Bringing Pikra under Baltika's control and consolidating BBH's other manufacturing facilities in Russia will help the holding improve its operational management and stem brand competition within BBH, said Alexei Yazykov, a consumer goods analyst at Aton Capital.

But the minority shareholders fear that the planned consolidation will result in the transfer of funds to Baltika's majority stakeholder, BBH, Alimirzoyev & Trofimov said earlier this month. BBH does not plan to revise Pikra's $67.5 million price tag, but will continue to try to convince Baltika's minority shareholders of the benefits of the Pikra deal, Bain said.

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