Carlsberg AS has secured the agreement of PepsiCo Inc for a potential £3.1 billion (US$3.9 billion or RM18.49 billion) takeover of UK soft drinks manufacturer Britvic plc.

Britvic, which makes brands such as Fruit Shoot and J2O, is the UK bottler for PepsiCo. The US soft drinks company has waived a change-of-control clause it has in its contract with Britvic, potentially smoothing the way for a takeover. 

Carlsberg said last Friday it is weighing its options after Britvic rejected two unsolicited takeover bids, the latest at 1,250 pence a share. Britvic said the offers significantly undervalue the company and its prospects. 

Britvic shares surged as much as 10% to above 1,200 pence in early Monday trading in London. 

PepsiCo’s deal with Britvic includes a change-of-control clause, which typically allows for such an agreement to be terminated should a change of ownership happen. It would provide an added complication to Carlsberg, or any buyer.

However, Carlsberg, which already has a bottling relationship with PepsiCo in five countries, including Norway and Sweden, said the waiver with PepsiCo would come into effect should the deal proceed. 

The Danish brewer said in a statement last Friday that its interest in Britvic is in line with its strategy, announced in February, which includes expanding beyond beer. Brands such as Somersby cider and Garage hard seltzers account for 2% of its volumes. 

Big brewers are facing a long-term fall in demand, as drinkers switch to spirits or choose to drink less alcohol. 

Carlsberg shares have fallen by more than 10% since its bid interest was confirmed last Friday. It said it is considering its next steps. It has until July 19 to make a formal offer or walk away under UK takeover rules.

  - Bloomberg