Berentzen boards recommend Sazerac's €5.55-a-share offer

Boards recommend the offer

Independent financial adviser ValueTrust supplied a fairness opinion for the joint reasoned statement. The boards also compared the €5.55 price with the stock's historical performance and with peer-group multiples. They called the price appropriate and fair, taking into account possible consequences of an announced alcohol tax increase and a planned sugar charge.

Oliver Schwegmann and Ralf Brühöfner, members of the executive board, said: "We regard the planned takeover as an outstanding opportunity for the Berentzen Group". They said Sazerac is committed to Berentzen's tradition of more than 260 years, its position in the German spirits market, its European distribution network and its production sites. The joint reasoned statement was published under German takeover rules.

Offer terms and delisting plan

Sazerac Germany Holding GmbH, formerly Blitz 26-877 GmbH, is making a voluntary public takeover offer under the German Securities Acquisition and Takeover Act. The bidder is a holding company of Sazerac Company. The offer needs 50% plus one share to clear, and Sazerac says no regulatory approvals are required.

The offer document was published on 23 October 2026 after BaFin approval. Shareholders can tender until 20 November 2026 at 24:00 Frankfurt time. Sazerac intends to delist Berentzen after settlement once it holds a simple majority of the share capital, with support from Berentzen's management board. The offer document warns that shareholders who remain invested may face a less liquid stock with reduced financial reporting and limited opportunities to sell at a fair price.

The price against the market

The cash offer of €5.55 a share values Berentzen at about €53.3 million. Sazerac says that is about 68% above the unaffected three-month volume-weighted average price in XETRA before 16 September 2026, the day talks became public.

Before the talks became public, Berentzen's market capitalisation was about €35 million. The shares jumped about 21% to 22% to around €5.50 to €5.56 when the deal was announced on 21 September 2026. They had closed at €4.53 on the Friday before the bid started.

Berentzen's weak results

Berentzen has sold drinks in Germany for more than 260 years. Its brands include Berentzen Apfelkorn and Puschkin Vodka, and its non-alcoholic products include Mio Mio. Revenue fell 10.4% to €162.9 million in 2025.

First-half revenue dropped to €71 million from €79.9 million a year earlier, and EBIT fell to €0.6 million from €3.2 million. In July management cut its 2026 revenue forecast to €151 million to €156 million from €163 million to €173 million. It also cut its EBIT forecast to €3.5 million to €5 million from €7 million to €9 million.

Sazerac's European push

Sazerac is a private company based in Louisville, Kentucky. Its brands include Buffalo Trace Bourbon, Fireball Cinnamon Whisky, Southern Comfort and Svedka Vodka. It bought Svedka from Constellation Brands in December 2024 and finalised its purchase of UK-based Au Vodka a week before the Berentzen agreement. Brown-Forman rejected an unsolicited takeover approach from Sazerac earlier this year.

What happens next

Sazerac expects to close the deal in the fourth quarter of 2026. It has said it will keep operating Berentzen's existing sites and develop them through increased investment.

Chief executive Jake Wenz said: "We greatly value the Berentzen Group's long and storied history in the German market." He said the combination should let the two companies manufacture and distribute spirits for Europe and beyond "with greater flexibility and pace", including private-label ranges.