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19 September 2003

Spaten Valuation after Interbrew Cooperation Agreement

(translation of German 20 Sep 2003 report)

Spaten and Interbrew yesterday signed multiple agreements ("strategic partnerships") that led to Gabriel Sedlmayr Spaten Franziskaner Bräu KGaA (WKN 722400), founded in 1397, to focus on real estate. The timetable is as follows: [1]:

  • 01 Oct 2003 Brewery is spun out to a subsidiary.
  • 15 Mar 2004 vonFinck's Custodia Holding is giving up its Spaten holding (initially to Sedlmayr Treuhand GmbH) for a little under €200m in return for their 103'950 shares held. Interbrew will assume 29% of the limited partner capital; the exact procedure still needs to be clarified. Just as HypoVereinsbank sold its stake a few months ago, Custodia now sold its shares as they both urgently needed to raise cash.
  • 30 Sep 2004 Above mentioned subsidiary as well as Löwenbräu AG (without 22'000sqm factory grounds, at prime location in Nymphenburger Strasse) are merged in a joint-venture with Interbrew into Interbrew-Deutschland GmbH for a 13 percent stake in the joint entity.
  • Option: Spaten has an option to sell its stake in Interbrew-Deutschland unil 30 Sep 2008; we expect this sale to close in 2005.
  • Dinkelacker-Schwabenbräu (Spaten holds about 52%) is sold to Brauerei Beck & Co KG. Its parent company Dinkelacker AG (Spaten holds about 70%); its real estate remains with Spaten.

The bewery transaction (Spaten+Dinkelacker) has a share value of € 522m (net €45m Cash = €477m) plus €56m when agreed upon performance criteria are met, which we expect. This ia a gross value of €578m.

As of May 2003, there were 347'686 shares; [2] should all general partner shares be re-converted to limited partner shares (converting Spaten back into an 'Aktiengesellschaft'), this would theoretically yield 401'278 shares which we will use as a basis for our calculations.

Total Value Spaten Share Per Share (theoretical)
Interbrew Transaction € 578 m € 1440 Inclusive Cash € 45m, Performance bonus € 56 m
Dinkelacker-Schwabenbräu AG €106 m € 264 It is our understanding that the brewery transaction with Dinkalacker-Schwabenbräu is separate. The press commingled the transactions, but we understand it is a separate transaction with separate value.
Taxes on Transaction -€70 m -€ 174 Estimate
Debt -€170 m -€ 424 Estimate
Dinkelacker AG € 210 m € 523 €300 m * 70% Spaten share
Spaten Factory Grounds € 200 m € 498 5ha factory property - larger than Rockefeller Center in New York - will not be sold; we assume that in the medium term production will be moved to a less valuable property within Munich, freeing a further potential.

Should the brewery remain at its current premises, Interbrew will have to pay a market rate to leas the grounds: About €6.5 m or €16 per share.

Spaten Real Estate € 665 m € 1656 Conservative valuation: takes 1978 HVB Liquidiation value of DEM 1bn as a basis plus 30% appreciation since 1978.

Currently, Spaten has € 32m rental income, or € 80 per share.

Löwenbräu Factory Grounds €90 m € 224 Property to remain with Spaten.
Total value € 1609 m

 € 4010

Inner Value
© 2003 Merk Investments LLC

There is significant leeway in the valuation of the real estate with over 160 properties at Spaten and another large number at Dinkelacker. Spaten's properties include some of Munich's most important locations (e.g Haus am Karlstor GmbH; or Karstadt Münchener Freiheit in Schwabing). An appreciation of 30% based upon a valuation from the seventies is likely to significantly undervalue the holdings. We assume a long term rental income of over €100 per share for Spaten's real estate as well as Spaten's and Löwenbräu's factory grounds; i.e. before including rental income from Dinkelacker. Our computed share price should thus be at the lower range its true value. Because of the conservative parameters employed, we do not take a discount of the property values as would be common when valuing a US REIT.

With a highly conservative valuation of Spaten's real estate, we achieve a valuation of about twice of current market prices. Over the past couple of years, Spaten has developed from a sleeping family enterprise to an increasingly transparent concern; now, it is becoming a real estate jewel. Axel Merk has close historic ties to Spaten; as a result of the announcements, we did not only buy further shares for ourselves, but also adopted Spaten shares as a "core holding" in our European portfolios.

The expected sale 2005 of the Löwenbräu stake in Interbrew-Germany raises cash that will allow Spaten to be very flexible. Among others, we expect that an arrangement will be found to facilitate the generational transition among the general partners (Sedlmayr-family). A possible conversion back from a partnership to a corporation in conjunction with a special cash dividend would be a solution, especially taking care of tax considerations.

Essential is that the announcements clearly define Spaten's future, and the separation from the brewing business took place with an excellent partner from economic, tax and regulatory perspectives. [3]

We congratulate Spaten's Dr. Jobst-Kayser Eichberg for these excellent steps that announce a new era. If the trend in increased transparency continues; if the real estate management continues the conservative course introduced by Dr. Kayser-Eichberg; and if the dividend policy will be adjusted to reflect the new corporate structure, we expect that both Sedlmayr-heirs as well as shareholders will be very content with the path chosen.

If you have further questions, please contact us.

Axel Merk
Merk Investments

Analyst Disclosure: Axel G. Merk, his family, Merk Investments as well as Merk Investments' clients hold Spaten shares.

Risk Disclaimer: Investments in the stock market is associated with a variety of risks. This is not a direct buy recommendation. Aside from the typical risks associated with shares, please note that Spaten is a publicly traded limited partnership ("Kommanditgesellschaft auf Aktien KGaA"), which might impact the valuation. Also note that trading liquidity of Spaten shares is traditionally low, even if it has been elevated in recent months due to takeover rumors. Also be aware that a large portion of shares outstanding are held by very few parties.

[1] The indicated timetable is a likely sequence of events and does not consider various clauses and other contracts that the parties have entered into.

[2] May 2003: 250'418 Shares + 97'248 Re-converted + 20 Registered Shares

[3] Regulatory approval is required.

© 2003 Merk Investments LLC.

Merk Investments LLC, http://www.merkinvestments.com/, is an independent investment advisor registered with the US Securities and Exchange Commission ("SEC"). Address: 555 Bryant St #455, Palo Alto CA 94301, USA. Phone USA (877)270 6999; CH 0 800 883 300; DE 0 800 181 0473; AT 0 800 281 332.



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