Berentzen recommends accepting Sazerac offer at €5.55 per share, a 68% premium

Key Facts

Berentzen-Gruppe’s executive board and supervisory board recommended that shareholders accept Sazerac’s voluntary public takeover offer, saying the cash consideration of €5.55 per share was appropriate and fair. The recommendation came in a company statement published on November 3, following an independent and thorough review of the offer documents. Berentzen said the boards consider the offer the best option for shareholders and welcomed Sazerac’s economic and strategic intentions. The boards’ position gives shareholders a formal assessment as the offer acceptance period remains open. The final decision rests with shareholders, subject to the offer terms and its scheduled expiry.

Berentzen said its assessment of the consideration drew on several methods, including a historical comparison with the share price and a comparison of valuation multiples for a group of peer companies. The boards also considered a fairness opinion prepared by independent financial adviser ValueTrust. The assessment concluded that the cash price of €5.55 per share was appropriate and fair. The company said the offer represents a 68% premium to its share’s volume-weighted average price on XETRA during the three months before September 16, 2026. That was the date when news of talks between Berentzen and Sazerac became public, making the comparison one with the share price before those reports circulated.

The company also took potential regulatory pressures into account in assessing the offer, saying the price reflected the possible effects of an announced increase in alcohol tax and a plan to introduce a sugar tax. Berentzen’s recommendation statement did not quantify the expected impact of either measure. In outlining its position on the deal, management said Sazerac intends to develop employees, brands and production sites. It added that this could allow growth opportunities to be pursued at a pace and scale that would be difficult for Berentzen to achieve on its own in the challenging German and European markets. In Berentzen management’s view, these intentions provide an economic and strategic basis for welcoming the buyer’s plan.

The offer acceptance period began on October 23, 2026, and is scheduled to end on November 20, 2026, at 24:00 Central European Time. Shareholders can tender their shares through their custodian bank, according to the published offer information. The offer is conditional on a minimum acceptance threshold of 50% of the shares plus one share. This condition means the boards’ recommendation alone is not enough to complete the takeover; execution also depends on meeting the specified minimum threshold. After a successful offer, Sazerac intends to seek Berentzen’s delisting, and the company said its management board intends to support this, subject to its legal duties.

Berentzen and Sazerac signed a business combination agreement on September 21, 2026, and completion of the transaction was expected in the fourth quarter of the same year. The company statement described the process as a takeover offer and an agreement on a business combination, while completion remains subject to the offer conditions and related procedures. Berentzen describes itself as a company with a history of more than 260 years, an established European distribution network and production sites. It describes Sazerac as a U.S.-based spirits company. Berentzen had said that continued weakness in the German market and consumption had weighed on its performance indicators, with the downturn more pronounced than expected. It also expected new product initiatives to have an initial positive impact in the second half, with their full effect to emerge from the following financial year.