Heineken set to take over reins of United Breweries

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Bengaluru: India’s largest beer maker United Breweries will call for an extraordinary general meeting of shareholders to evict its chairman Vijay Mallya, if the latter fails to accede to a request made by the board of directors to step down, after Sebi barred him from holding any post in public listed companies. This could also coincide with Dutch beer giant Heineken, which owns 43% stake, moving to take “effective management control” of the KingfisherBSE 3.03 % beer maker, people directly familiar with the matter said.

The fugitive tycoon Mallya has not responded to United Breweries’ move to get him to quit the board. He has not yet moved Securities Appellate Tribunal to get the January 25 order stayed or vacated.

Mallya and Heineken had entered into a shareholding pact, which was based on equal ownership of around 37.5% each. This gave both the parties rights to three seats each in a 12-member boardroom with six independent directors. However, the agreement between Mallya and Heineken is said to have lapsed after the latter starting mopping up Mallya’s pledged shares being offloaded by the lenders. Mallya’s direct and indirect shareholding stands at about 31% now.

Heineken has not openly bickered with the beleaguered Indian industrialist, unlike Diageo’s falling out with Mallya in United SpiritsBSE 4.32 %, However, this maybe changing, and soon enough, depending on Mallya’s response to the recent developments. A detailed questionnaire and phone calls to Heineken went unanswered at the time of going to press. A spokesperson for Mallya said he had no statements to offer.

Sources said Heineken was preparing to bid for nearly 11% stake owned by Mallya’s investment holding company UB Holdings, which is facing liquidation. Earlier this week, the Karnataka high court ordered winding up UBHL with shares in companies such as United Breweries and United SpiritsBSE 4.32 %, besides immovable assets including a luxury retail mall. This could make Heineken a controlling shareholder and and provide a platform to push for total management control. It isn’t clear whether this would trigger an open offer, as it will be construed as shares changing hands between the promoters. JM FinancialBSE 0.73 % is advising Heineken on plans to hike the shareholding. Mallya is expected to appeal against the winding up order, which is operative with immediate effect.

“Heineken has not pushed for change in control till date, but will be forced to decide as rubber hits the road in the coming days,” said one of the sources cited earlier in the report. The first signs of this were visible in Wednesday’s board meeting when Heineken said it has received a robust legal opinion that Mallya has ceased to be director after the Sebi order, though the board eventually took the route of asking him to step down. Heineken would also feel a sense of urgency after Debt Recovery Tribunal last month struck down its presumptive rights (or right of first refusal) on United Breweries shares.

Another option for Mallya will be to negotiate a deal with Heineken, giving the latter complete management rights. But sources said this might not be easy after a similar exit deal with Diageo blew up into a major controversy. Moreover, industry watchers said it would be easier for Heineken to buy additional stake through a government-run liquidation process than entering into arduous discussions with Mallya, even if it risks an international arbitration.