Interbrew S.A. Business Information, Profile, and History

Company Perspectives:

We consider our brand portfolio to be our key asset. Brand image is a critical factor in a consumer's choice of beer. Brand promotion and advertising are essential tools to build brand image, market share, and turnover. We strive to grow and maintain our market share by positioning and promoting our brands clearly and consistently as core, premium, or specialty brands across all their markets; although internationally we may position a brand that is a core brand in its home market as premium or specialty. Our main marketing objectives are to promote a domestic lager brand to be our primary brand in each market, to support this primary brand with at least one other brand in our portfolio, and to enhance Stella Artois' status as an international brand. Brand cycles are very long with beer brands being built over the course of many years and brand strength often lasting for decades. We intend to continue to invest heavily to maintain and enhance our brands.

History of Interbrew S.A.

With operations on every continent on the globe, Belgium's Interbrew S.A. ranks second among the world's brewing companies behind only Anheuser-Busch and first in its home country, with brewing operations in 26 countries and sales in over 120. The company emerged as a top European brewer in the late 1980s, when two Belgian brewing families merged their closely held, centuries-old interests to form Interbrew. Under the direction of a succession of CEOs, the firm advanced from the middle ranks of the global beer hierarchy to the upper echelon via the US$2.7 billion acquisition of Canada's John Labatt Ltd. in 1995. This was followed by other acquisitions, notably major U.K. brewers Bass and Whitbread in 2000, and major German brewer Beck's in 2001. Also in 2000, the company issued an initial public offering (IPO) and began trading on the Euronext Stock Exchange in Brussels.

Interbrew's strategy for growth has contrasted sharply with that of the beer industry's "Big Three." Anheuser-Busch, Heineken NV, and Miller Brewing Co. all focus on pushing their flagship brands throughout the world, while Interbrew has grown by acquiring leading national and regional brands, then investing in production and promotion to increase those beers' sales. In 2002, the company's stable of brands included Hungary's Borsodi Sör, Mexico's Dos Equis, the U.S.'s Rolling Rock, Canada's Labatt's Blue, the U.K.'s Bass and Whitbread, and Germany's Beck's, as well as a host of smaller brands from countries all over the world. Interbrew has been cashing in on this cadre of specialty beers by exporting select brews, including its own Stella Artois, from one region to another.

Origins and Development

Interbrew was formed through the 1987 union of the Artois Brewery, owned by the de Spoelberch clan, with the Van Damme family's Piedboeuf Brewery. Artois traced its history to the late 14th century, when the Den Horen Brewery was established in Louvain, Belgium. This business was acquired and renamed by master brewer Sébastien Artois in 1717. It is not clear when the de Spoelberchs assumed ownership of the company, which retained the Artois moniker throughout the remainder of the 20th century. The Piedboeuf family brewery, on the other hand, was established in 1853 and acquired by Albert Van Damme in 1920.

Both companies undertook programs of European expansion through acquisition in the late 1960s, and even joined forces in 1971 to effect the joint purchase of a third Belgian brewery. The multi-brand strategy developed over the course of three decades, as both companies bought competitors in the Netherlands, France, Italy, and Belgium, yet retained these new affiliates' disparate brewing heritages and brands. This policy fostered the development of two families of truly distinctive beers. Stella Artois enjoyed a legacy that extended back to 1366, Leffe Blond was brewed in a tradition that could be traced to a mid-13th-century Belgian monastery, and Hoegaarden was a white beer with more than 500 years of history behind it.

When Artois and Piedboeuf merged in 1987, the joint owners hired José Dedeurwaerder to rationalize operations. A citizen of both Belgium and the United States, the new CEO shed inefficient plants, won concessions from organized labor, and invested heavily in the newest brewing technology. His efforts nearly tripled overall productivity, from 2.5 hectoliters (66 gallons) per hour in 1990 to 6.5 hectoliters (172 gallons) in 1995. In spite of these apparent successes, Dedeurwaerder abruptly resigned in early 1993. He was succeeded by Hans Meerloo.

Interbrew continued to pursue its strategy of growth through acquisitions in the early 1990s. The company achieved full ownership of Belgium's Belle-Vue Brewery and Hungary's Borsodi Sör brand beer in 1991. These acquisitions provided insight about Interbrew's multi-brand strategy. The firm groomed Belle-Vue for export to the French market, targeting this cherry-flavored wheat beer at women. A reinvigorated advertising campaign helped sell 8 percent more Borsodi Sör in its first year under new management. Interbrew continued to penetrate Eastern Europe with the 1994 acquisitions of Rumania's Bergenbier and Croatia's Ozujsko. Although some analysts viewed Interbrew's burgeoning cadre of international beers as a liability, others noted that the company's "connoisseur" brands accounted for over one-fourth of its net income and only 13 percent of sales. While vital to Interbrew's overall strategy, all the company's late 1980s and early 1990s acquisitions paled in comparison to the events to come.

Interbrew Emerges as a Global Brewing Powerhouse in the 1990s

By the early 1990s, Interbrew was Europe's fourth largest brewer, with US$2 million in sales and distribution throughout 80 countries. While impressive, the company's owners and executives realized that its status as a middling brewer on the global stage threatened its profitability and competitiveness. Furthermore, the company's core European market was showing signs of decline. Specifically, per capita beer consumption on the continent slid 6 percent in the early 1990s as the result of health concerns and more stringent drunk driving legislation. Interbrew's erratic fiscal results reflected this troublesome trend, as annual sales vacillated from a high of BFr 59.1 million in 1991 to 1992 to a low of BFr 48.7 million in 1993 to 1994. As a result, Interbrew started seeking a way to penetrate the all-important North American beer market. This was not an easy task: Anheuser-Busch and Miller commanded a combined total of two-thirds of the U.S. market, leaving the rest of the industry's competitors to fight over the dregs.

But Interbrew got a couple of very important breaks in the mid-1990s. First was a market trend that saw craft beers and imports chalking up double-digit sales increases as consumers sought out unique tastes. But even more importantly for Interbrew, an overall consolidation of the global beer industry put Canada's John Labatt Ltd. into play in 1995. Gerald Schwartz's Onex Corp. soon launched an uninvited attempt to take over Toronto's John Labatt Ltd. for US$2.3 billion. Labatt CEO George Taylor put out a summons for a "white knight" that was answered with a personal response from Interbrew CEO Hans Meerloo. By midyear, Interbrew was able to bring a successful C$2.7 billion (US$2 billion) offer for Labatt, with particular interest in Labatt's international holdings. The deal was also structured so that Labatt's non-brewing enterprises, including broadcasting interests, could be sold off afterward; company spokesman Gerard Fauchey told Mclean's in June 1995: "We're brewers, not managers of hockey or baseball teams or television stations."

Although some industry observers thought the price, at 14 times cash flow, was steep, Interbrew CEO Meerloo perceived several valuable factors in the deal. Chief among these was Labatt's extensive North American distribution system, which could be used to peddle the parent company's trendy European brands throughout the United States and Canada, particularly the flagship Stella Artois brand. Labatt's patented process for making "ice beer" held out the potential for increased brand differentiation, global licensing revenues, and cost reductions, not to mention the fact that Labatt's flagship brand ranked second among Canada's beer labels, with a 45 percent market share. Significantly, Labatt was also Canada's most profitable brewer. Finally, the new subsidiary's multi-brand strategy ("50 beers exported to 40 countries") meshed well with Interbrew's own program. As then President Hugo Powell of Labatt's told Mclean's in June of 1995: "Right from our first two-hour meeting, we saw that our companies shared many values. We realized we had a chance to get a committed, patient owner who could provide great growth potential." The acquisition brought with it a 22 percent stake in Mexico's Dos Equis brand, which boasted a 45 percent share of that country's market, as well as America's Rolling Rock brand. The merger nearly doubled Interbrew's annual revenues and advanced it from 15th among the world's brewers to fourth.

Interbrew maximized the purchase of Labatt by spinning off what it considered extraneous activities that were significantly less profitable than the core brewery operation. These included Labatt Communications Inc., which encompassed a francophile sports network, the Discovery Channel, and BCL Entertainment (involved in concert promotion). The company also sold its 20 percent share of Canada Malting Co. to ConAgra Inc. and expected to divest itself of the Toronto Argonauts football team, the Toronto Blue Jays major league baseball club, and its 42 percent stake in the Toronto SkyDome. These sales of these assets was expected to net US$1 billion and helped reduce the US$1.6 billion debt accumulated in the friendly takeover. However, it was not until 2000 that Interbrew was able to sell the Toronto Blue Jays, when Canadian cable company Rogers Communications made a bid in July of that year. The deal closed with Rogers acquiring an 80 percent stake in the team, with Interbrew retaining 20 percent.

It seemed that CEO Meerloo's two-year term in office had been highly successful. Not only did he elevate Interbrew to the upper echelon of the brewing industry, but he was also credited with more than doubling the corporation's net margins via an early 1990s reorganization. The BFr 20 billion program cut costs and reinvigorated marketing across the board, thereby doubling profits from BFr 1.3 million in fiscal 1992 to BFr 2.7 million in fiscal 1994, despite a 17 percent reduction in annual revenues over the same period.

Notwithstanding these achievements, the Van Dammes and the de Spoelberchs were apparently unhappy with the Labatt price tag. Represented by board members Viscount Philippe de Spoelberch and Alexandre Van Damme, the families apparently blamed Meerloo, who resigned in the fall of 1995. A 1995 Forbes article asserted that "Interbrew is now without a clear leader. Johnny Thijs in Europe and Hugo Powell in Canada are chief operating officers who report to Chairman Paul De Keersmaeker ... a crony of the owners." Some analysts have cited dissension among the de Spoelberch and Van Damme factions for the high turnover in the chief executive office.

Following the Labatt acquisition, Interbrew was reorganized into two primary divisions. One focused on Europe, Asia, and Africa, while the other concentrated on the Americas. Interbrew began importing its Stella Artois to the People's Republic of China via joint ventures formed in 1994 and 1996. The company hoped to establish a strong foothold in what was expected to be the world's fastest-growing consumer market of the 21st century. The continuing decline of European beer consumption and subsequent price wars not only encouraged Interbrew's expansion outside the Continent, but also fueled the divestment of some European interests. In 1995, for example, Interbrew sold its Italian affiliate, Moretti, to Heineken NV. The company also revealed its plan to divest its limited mineral water and soft drink interests and use the proceeds to reduce debt. In 1999, Interbrew revamped operations into one global structure.

Dominated by Labatt, the Americas division focused on rationalizing the newest operations into Interbrew's global beer family. In his first annual report, Hugo Powell, now division COO, emphasized globalization, cost-cutting, fortification of brands, and capital investment as keys to this business' future.

The Labatt purchase began an ongoing period of expansion through acquisition for Interbrew, as over the next seven years the company began buying breweries large and small, always with an eye toward that brewery's market share in its home country. These included a 67 percent stake in Bulgaria's Bourgasko Pivo, 80 percent of Bulgaria's Astika, 50.8 percent of Ukraine's DESNA, 62.5 percent of Bulgaria's Pleven Brewe, a merger with Russia's Sun Brewing Ltd. to create Sun Interbrew, a majority stake in Bosnia's Uniline, 81.4 percent of Ukraine's Rogan, 40.8 percent of Slovenia's Pivovarna Union, a full acquisition of Germany's Diebels, and several more. By the year 2000, the company had brewing operations in 23 countries, up from only four a decade before. Now Interbrew's chief executive since 1999, Hugo Powell told the London Financial Times in September 2000 that "The beer industry is consolidating fairly rapidly and will continue to do so. By operating as a local brewer and achieving the scale of an international business we get the best of both worlds." Interbrew at this point ranked third worldwide, behind Anheuser-Busch and Heineken. Also in 2000, Interbrew made its entry into Fortune magazine's list of most admired companies in the beverages category, ranking at number 10.

During the same period, Interbrew turned its attentions to the North American market, introducing its Stella Artois brand in New York late in 1998. A subsequent rise in popularity in Belgian food and beer in general in New York City made conditions favorable for Interbrew to import its many specialty brands, encouraged at least in part by promotional efforts from the company itself, including one involving renown Belgian chef Herwig Van Hove in late 2000. Interbrew's move into North America came at an opportune time; a 1996 article in Country Living magazine noted that the U.S. craze for microbrews in the 1990s had opened the door for foreign imports, which U.S. beer drinkers were now ready to try. It seemed that Interbrew's strategy of buying specialty beers and shipping them around the world was perfect for such an environment.

Interbrew's two major acquisitions, however, were the U.K.'s Bass, and Germany's Beck's. In early 2000, Bass had 25 percent of the U.K. market while Whitbread, a competing brand, had 15.8 percent. Both companies were up for sale that year; at the same time, Interbrew announced its plans to go public before the end of the year. By June, Interbrew had acquired Whitbread's brewing business for £400 million (US$590.9 million) and Bass' brewing operations for £2.3 billion (US$3.5 billion). Both companies had elected to sell their brewing businesses in order to concentrate on leisure and hotel industries, leaving Interbrew with a controlling share in the U.K. beer market. For this very reason, however, the deal raised regulatory concerns, and the U.K. Competition Commission threatened to force the sale of Bass to a government-approved buyer in January 2001, not long after Interbrew issued its IPO. Interbrew sought a judicial review of the case, and was rewarded in May 2001 when the British High Court overturned the commission's decision, claiming that Interbrew had been treated unfairly. Nonetheless, Powell told the London Financial Times in June 2001 that "We have assumed from January that we would be faced with a disposition and that the disposition would be Bass in the UK." The situation was eventually resolved when Interbrew agreed to sell Bass' Carling brand to Coors, the U.S.'s third-largest brewer, for £1.2 billion (US$1.75 billion). At the end of the shakeout, Interbrew retained a 20.6 percent share of the British beer market.

Another threat to Interbrew's IPO plans was an investigation by the European Commission into alleged price-fixing by the company. In March 2000, inspectors from the European Commission raided the headquarters of several major European breweries, including Interbrew's Netherlands office. The purpose of the investigation was to determine the existence of a cartel in the European beer market because, as a spokesperson for the Commission stated in the London Financial Times: "There are a number of countries where the beer market is dominated by two or three big players, but it is not always the same players in each market." The move was part of a wave of new antitrust measures in various industries across Europe, prompted by the move to a single currency and, thus, a more unified market where price-fixing could have farther-reaching consequences. The Commission's antitrust commissioner, Mario Monti, was quoted in Business Week as saying, "We now have a single market and need a new competition policy." In October the Commission accused both Interbrew and Alken Maes of operating illegal cartels, and in December 2001 fined both companies, as well as two others, for their participation in secret cartels from 1993 to 1998. Interbrew's cooperation with the Commission, however, won it a reduced fine, from 10 percent of its turnover to EUR 46.5 million (US$30 million).

Despite these complications, Interbrew went through with its IPO, which allowed it to pursue a broader range of financing possibilities than would be available to a privately held company. The London Financial Times quoted CEO Powell in its April 26, 2000, edition: "The listing will be the start of a new era. Access to external funds is a major advantage which will optimise Interbrew's acquisition opportunities." In addition, proceeds from the IPO would help pay off the incurred debt from the Bass and Whitbread acquisitions. By November some details of the IPO were available: 88.2 million shares, or roughly 21 percent, would be made available in December. Chairman Paul De Keersmaeker was quoted in the November 9 edition of The New York Times as saying that "expansion on the international level is vital for our company," as Interbrew's strategy all along had involved the movement of local brews into other markets. The IPO, issued on December 1, 2000, was valued at US$2.5 billion.

Within six months, Interbrew had its eye on its next major acquisition: privately owned Beck's. As one of Germany's biggest breweries, with 2000 sales of around US$800 million and operations in 120 countries, Beck's represented an attractive opportunity for the rapidly expanding Interbrew. Although its Bass purchase was still in question, in July 2001 Interbrew emerged as the front-runner to acquire Beck's, and in August beat out competing offers from Scottish & Newcastle and Anheuser-Busch with a deal worth £1.1 billion (US$1.58 billion). Powell called the deal "a unique opportunity to buy a global brand" in the London Financial Times, adding, "We don't see any comparable brand being available for acquisition for the next three to five years." The deal met with criticism in the financial community where concerns were raised that as Stella Artois and Beck's brands competed with each other, the new acquisition meant that Interbrew would be competing against itself. The deal also raised competition concerns similar to those attending the Bass purchase, this time from the European Commission which was already investigating the company for illegal price-fixing. However, the Commission cleared the deal in October 2001, and it was finalized in early 2002.

While Interbrew focused on new acquisitions, it also concentrated on local operations worldwide, including the opening of themed Belgian Beer Café bars. By mid-2001, 31 such bars were in operation across Europe and in the United States, Australia, and New Zealand. In September of the same year Interbrew took over distribution of Guinness and Kilkenny beers in France with an eye toward increasing Guinness' market share in that country. At the same time, the company embraced a more global marketing strategy, including the launch of a non-brand-specific web site for beer lovers, Beer.com, in 1999. In 2001 the company announced its intentions to issue a compilation CD associated with the site with selections chosen from over 1,600 submissions received during that year's Rolling Rock Battle of the Bands contest.

Interbrew's strategy seemed to be working. In 2001 the company claimed a 63 percent rise in profits, to EUR 200.2 million (US$177.7 million), with a 56 percent rise in overall sales. Entering 2002, it looked very much as though Interbrew intended to continue its strategy of global acquisition and local branding as rumors circulated that its next purchase would be South African Breweries, an acquisition that, if completed, would make Interbrew the second largest brewer in the world behind Anheuser-Busch. By January 2002, Business Week had observed that Interbrew was now a serious contender with Heineken for the number two spot and was in second place in terms of volume.

Principal Subsidiaries:Astika (Bulgaria; 82%); Bass Beers Worldwide Italy; Bass Beers Worldwide Spain (34%); Bianca Interbrew Bergenbier (Romania; 51%); Borsodi Sörgyar (Hungary; 97%); Brasseries de Luxembourg (26.5%); Brasseries Stella Artois (France); Brauerei Diebels (Germany); Burgasko (Bulgaria; 74%); Cerveceria Cuauhtemoc Moctezuma (Mexico; minority share 30%); Chernigiv Brewery Desna (Ukraine; 51%); Guangzhou Zhujiang (China; 45%); Industrija Piva I Sokova Trebjesa (Yugoslavia; 64.8%); Interbrew Asia Pacific (Singapore); Interbrew Belgium; Interbrew Efes Brewery (Romania; 50%); Interbrew Nederland; Interbrew U.K.; Jingling Breweries (China; 60%); Kamenitza (Bulgaria; 70%); Labatt Breweries of Canada; Labatt USA (70%); Marina Hemingway (Cuba; 50%); Nanjing Breweries (China; 80%); National Distribution Company (Romania; 56%); Oriental Brewery Company Ltd. (South Korea; 34%); Prazké pivovary a.s. (Czech Republic; 77%); Proberco (Romania; 77%); Sun Interbrew Russia (34%); Staropramen Slovakia (34%); Uniline export-import d.o.o. (Bosnia; 51%); Zagrebacka Pivovara (Croatia;66%).

Principal Competitors:Anheuser-Busch; Heineken; Molson.

Chronology

• Key Dates:
• 1717: Sébastien Artois acquires and renames the Den Horen Brewery.
• 1853: The Piedboeuf Brewery is founded.
• 1920: The Piedboeuf Brewery is acquired by the Van Damme family.
• 1987: The Artois Brewery and Piedboeuf Brewery combine to form Interbrew.
• 1991: Interbrew acquires Belle-Vue Brewery in Belgium and Borsodi Sör beer brand in Hungary.
• 1993: The company disposes of Coca-Cola Bottling SA subsidiary.
• 1994: The company ceases operations in Africa, and makes several key international acquisitions; begins to sell Stella Artois in China.
• 1995: The company acquires John Labatt Ltd.; CEO Hans Meerloo resigns.
• 1996: Interbrew sells Moretti SpA to Heineken and Labatt Brewing U.K. to Whitbread Beer Company; forms joint venture with Femsa Cerveza SA de CV (Mexico).
• 1999: The company acquires interests in Bosnia and Russia; Hugo Powell becomes CEO; Beer.com, a promotional web site, is launched.
• 2000: The company acquires brewing operations of Whitbread PLC and Bass PLC; issues an IPO and begins trading on the Euronext Brussels exchange; is raided by the European Commission along with several other breweries in a cartel investigation.
• 2001: Interbrew is fined for participating in a secret cartel from 1993 to 1998.
• 2002: The company sells the Carling portion of Bass to Adolph Coors Company and closes the deal to acquire Beck's.