Thank you very much. Good morning, everyone, and welcome to this conference call where we will explain to you the details and the rationale for the proposed acquisition of Britvic. First of all, we're confident that this transaction will be advantageous for all stakeholders and value-creative for shareholders. My name is Jacob Aarup-Andersen, and I'm the Group CEO of Carlsberg. I have with me in the room CFO Ulrica Fearn and Vice President, Investor Relations Peter Kondrup. Let's go to slide two for the disclaimer, which I, of course, encourage you to read. However, as this presentation is available online, we're not going to pause for too long here, so please go to slide three where we summarize the important strategic and financial elements of the deal. First of all, we view the proposed acquisition of Britvic as compelling both from a strategic, operational, and financial angle.
Looking at the strategic and operational rationale from the group's perspective, the acquisition supports our updated average annual organic revenue growth ambition of 4%-6%, which you will remember we set back in February when we launched the Accelerate SAIL . Combining Britvic with our UK business will improve the top and bottom line growth trajectory in Western Europe, and it's going to step change the cash generation in the region. Very importantly, this deal also strengthens our longstanding and very good relationship with Pepsi, becoming one of their key partners worldwide and the largest one in Europe. In the UK specifically, there are multiple operational and synergistic benefits from combining our beer portfolio with Britvic's very strong soft drinks portfolio. The combination will allow us to accelerate top and bottom line growth, the former through increased investments in sales and marketing, and the latter growth and realization of cost synergies.
Today, we've also announced the acquisition of Marston’s 40% stake in Carlsberg Marston’s Brewing Company. This transaction will give us full ownership of the combined business, enabling the full integration of Britvic and Carlsberg. That includes the realization of cost synergies of GBP 100 million, GBP 80 million of which will be realized by the end of year three, and the remaining GBP 20 million by end of year five. The Britvic transaction is value accretive for shareholders, including cost synergies. The deal will be mid-single digit accretive to adjusted EPS in year one and double digit accretive in year two.
In addition, the deal will be margin accretive for the group, and ROIC will exceed the WACC of 7% already in year three. The transaction is 100% debt financed, and consequently, our financial leverage will, of course, increase. We'll be very disciplined, but we'll focus on deleveraging as fast as possible.
It's important to stress here that we also have a continued commitment to maintaining investment-grade rating. As a result of this transaction and the exit from Russia, our geographic exposure will change towards more stable cash-generative markets, and therefore we're changing our leverage target from below 2x net interest-bearing debt to even down to below 2.5x. We expect to reach this level during 2027. Lastly, before providing more color on all the topics I just mentioned on this slide, we believe that the integration risk related to combining Britvic with Carlsberg is low, thanks to excellent management teams in both businesses, shared values, and similar cultures in our two companies. We will also draw on our longstanding track record of successfully running integrated beer and soft drinks businesses in several markets. Let's look at slide 4 and today's agenda.
I will start out by providing an overview of the transaction. After that, I will explain the benefits of combining beer and soft drinks and talk about the attractiveness of the UK soft drinks market and, of course, introducing Britvic, being mindful of the fact that not everyone on this call is familiar with the business. Before handing over to Ulrica, I will explain how the deal is supportive of our long-term growth ambitions. Ulrica will then elaborate on the synergies and integration and lay out why we're confident that the proposed acquisition of Britvic is value accretive for Carlsberg and our shareholders. Please go to slide 5 and a summary of the transaction details. Now, I've already touched on some of the key advantages of the deal. There are a couple of additional comments. The recommended cash offer values Britvic's equity at GBP 3.3 billion.
The implied last 12 months EV/EBITDA for Britvic is 13.6, and including synergies, the EV/EBITDA multiple declines to 10.2. On LTM P/E, the offer values Britvic at 20.1 and including synergies at 13.8x. Of course, these multiples are even lower on a forward-looking basis. The transaction is 100% debt financed with a bridge financing underwritten by BNP, Danske Bank, and SEB. Pro forma net debt to EBITDA increases to around 3.5x. We're changing our long-term leverage target to below 2.5x from previous below 2x, and as I said before, we expect to reach that during 2027. Pepsi are fully supportive of the transaction. They have waived their change of control, and we have agreed terms for new bottling agreements in Ireland and the UK. Overall, the deal is expected to close in the first quarter of 2025.
Before providing details on the Britvic business, I would like to spend a few slides on explaining the highly synergistic nature of combining beer and soft drinks. Let's go to slide number 7. For Carlsberg, the production, distribution, and selling of soft drinks has been an integral part of our business in several markets across our regions for more than 25 years, providing many operational and financial benefits. Today, around 16% of total group volumes are soft drinks, so this is already today, before this transaction, an important part of our business. As you can see from the selection of brands shown on the slide, we have extensive experience, particularly in carbonates, in energy drinks, and water. We're currently a Pepsi bottler in Norway, Sweden, Switzerland, Laos, and Cambodia, and we are a Coca-Cola bottler in Denmark and Finland.
In addition, we are a Schweppes bottler in several Nordic markets. In several markets across all three regions, we sell energy brands, including our own Battery brand in Norway, Finland, and the Baltics, and our flagship brand in many Eastern European markets. On slide 8, we show more details on our Western European region, where we're down to 27% of volumes already, with the majority of volumes being in our four Nordic countries, where beer and soft drink volumes are split approximately 50/50. As you can see on the graph on the right-hand side, we have a successful track record in running businesses with a combined beer and soft drinks portfolio, realizing attractive top and bottom line benefits with synergies throughout the value chain. These synergies support the above-average margins that we have in the markets where we have a combined portfolio.
Please go to slide nine, where we detail the synergies throughout the value chain, and let's also use Norway as an example here. So the synergies between beer and soft drinks are considerable and growing compared to, for example, wine or spirits due to the similarities in production and the frequency of servicing customers, which is an important point. There are significant synergy potentials in procurement, in production, in distribution, but also in the service to the customers and the back office. But there are also opportunities and benefits in basically all areas of the value chain as shown on the slide. Starting from the left, some benefits, albeit less significant, can be realized from leveraging R&D and innovation capabilities in areas such as sustainability, for example, related to packaging and flavor combinations. In procurement, attractive synergies come from scaled benefits in several areas.
The most significant one is packaging due to the increased overlap in pack formats, particularly, of course, cans and glass bottles. Another example is point-of-sale materials such as coolers and glassware. In production, similar pack formats across beer and soft drinks means that we can run them on the same lines and thereby improve utilization rates and efficiencies and reduce costs. Longer-term improved capacity utilization rates may also reduce CapEx requirements. There are significant synergies in logistics and distribution, such as combined warehousing, improved inventory management, and higher frequency of full truckloads. The utilization of the distribution network also significantly increases due to the larger volumes, and it's important to mention it's also a lower cost of servicing smaller customers. There are multiple benefits for our customers.
A one-stop-shop portfolio helps solve unmet customer needs, for example, by offering access to the wider product portfolio from one point of contact, by simplifying administrative work, and increasing frequency of deliveries. Other advantages of the wider and stronger portfolio are also its ability to act as a door opener, facilitate selling of sub-brands. What's particularly relevant for smaller outlets is that the combined portfolio also enables our sales force to increase outlet coverage. We will simply, in a combined fashion, cover more customers. Across the whole value chain, there are obviously significant opportunities to take our duplicative roles and leverage systems, processes, and functions. Our joint beer and soft drinks business in Norway is a great example of the synergies to be had. In this market, our business benefits from joint procurement and production, shared warehousing, shared picking, bigger drop sizes and deliveries, and a fully integrated sales organization.
That has led to improved negotiation strength, an increased number of customers, higher cooler penetration, and an optimal utilization of our field sales force. When we got the Pepsi license back in 1998, we utilized our strong beer presence and route to market to accelerate the Pepsi portfolio. That resulted in a market share improvement from below 10% to today, 33%. Now, let's move to slide number 11. Many of you already know Britvic very well, but for those of you not familiar with this business, let me provide an overview and explain why we believe this is a great and highly complementary business with exposure to attractive growth segments. Headquartered in the UK, Britvic is one of the leading integrated soft drinks businesses in Europe with a comprehensive portfolio of market-leading brands.
Britvic has been a bottling partner for Pepsi in the U.K. since 1987 and Ireland since 2007, with the franchise accounting for around 50% of total revenue. The other 50% is generated from a range of owned brands in multiple soft drink segments. Many of these owned brands hold a number one or number two market position in their respective segment. Britvic is therefore the largest supplier of branded still soft drinks in the U.K. and the number two supplier of branded carbonated soft drinks. Beyond the U.K. and Ireland, Britvic is also established in France and Brazil, where the company markets and sells owned brands in a smaller number of categories. In each market, it is the leading supplier of dilutables, also called flavor concentrates. The company has a proven track record of growing, expanding, and revitalizing its own brands, such as Robinsons, Tango, MiWadi, Ballygowan, Teisseire, and Maguary.
In addition to a strong brand portfolio, Britvic has a well-invested and efficient supply chain, high-caliber management teams, and a very talented workforce. On slide 12 is a quick overview of the strong market positions held by some of Britvic's 39 brands across the UK, Ireland, France, and Brazil. Britvic holds strong number one or two market positions in several categories. As shown on the slide, the Pepsi brand holds a number two position in cola in both the UK and Ireland, while 7UP is the preferred brand amongst customers in the lemon line segment. Lipton Iced Tea holds a strong number one position in the growing, albeit still small, iced tea segment in the UK. Let's go to slide 13. The UK is the largest market for Britvic, accounting for 68% of revenues and 78% of adjusted EBIT.
The strong brand portfolio and execution have led to impressive financial and cash-generative results across the group in recent years. After coming out of the COVID years, revenue growth has been more than 6% in the years from 2021 to 2023. Following 6% volume growth and mid-teen organic revenue growth in 2022, revenue grew by 6.6% in 2023, and the first half 2024 figures were exceptionally strong at 4.4% volume growth and 11.2% revenue growth. The company has also delivered impressive double-digit adjusted EBIT growth in 2021 and 2022, while adjusted EBIT in 2023 was up by 5.9%. Again, very strong performance in the first half of this year with 17.7% adjusted EBIT growth. Cash generation has been consistently strong. Let's go to slide 14 and an overview of the UK soft drinks market.
The top-line growth delivered by Britvic has been supported by solid value growth in the UK retail market for all soft drinks categories, in many of which Britvic has well-established strong brands. Carbonates is the largest soft drinks category, accounting for around 60% of total soft drinks. From 2018 to 2023, this segment saw retail value growth of around 4% CAGR. Diluteables were the main brand in the UK market as Robinsons, accounting for 7% of the market and saw 3% retail value CAGR for the period 2018 to 2023. The iced tea segment, in which Lipton Iced Tea holds a number one position, is still a small segment but has seen double-digit CAGR from 2018 to 2023.
Finally, on energy drinks, also that category has seen good growth during the 2018 to 2023 period with a retail value CAGR of 8% and a potential growth area for Carlsberg Britvic in the future. Let's move to slide number 15. The appealing future volume and value growth prospects that we see for Britvic are underpinned by the expectations for continued volume growth for UK soft drinks, combined with the fact that Pepsi MAX is on an impressive growth journey. In the graph on the right-hand side, we show how the UK cola market is undergoing a marked change from cola with sugar to low-calorie cola. During the past decade, the share of low-calorie cola has gone up by almost 18 percentage points. During the same period, Pepsi MAX's share of the total cola segment has gone from 13% to almost 31%.
This development is similar to what we've seen in Norway, with Norway being somewhat ahead of the curve. Compared to the cola market in Norway and other Nordic markets, we believe there is more growth potential for Pepsi MAX in the UK, supported by continued growth of the low-calorie segment and market share gains. In Norway, the low-calorie segment accounts for 73% of the total cola market, supported by our consistent development of Pepsi MAX, which now has a market share of 44% in the total cola segment. We're confident that we, in partnership with Pepsi, can accelerate the growth of Pepsi MAX through increased sales and marketing investments and by leveraging our experience in other markets. Let's go to slide 16, and let's look at some more stats on the projected growth in the UK and Ireland for some specific categories.
In these two markets, which account for almost 80% of Britvic's revenue, projected value growth rates for the coming five years for carbonates, energy drinks, iced tea, and dilutable are mid-single digit. These data points are based on external sources and should, of course, be taken as an indication. It's our intention to exploit these long-term growth rates and build on Britvic's positive performance by increasing investments in sales and marketing. This will leverage our extensive experience from other markets, together with the strong local and regional management teams, to ensure the acquisition of Britvic will support our Accelerate SAIL top-line growth ambitions. Now, let's move to slide 18. The acquisition of Britvic will be transformative for our UK business. It's going to enhance the growth prospects for the combined company.
By creating a single integrated company, we'll become the leading supplier in the UK to offer customers a comprehensive portfolio of strong beer and soft drinks brands, a UK powerhouse. Today, we've also announced that we will acquire Marston's 40% stake in Carlsberg Marston's for GBP 206 million. That will make us the sole owner of the new company, which will be named Carlsberg Britvic. We will maintain our close partnership with Marston's with a long-term brand distribution and logistics agreement. We have clear plans to invest further in Britvic and the combined business to accelerate growth. The increased sales, marketing, and supply chain investments will be allocated to the brands and categories for which we see attractive growth opportunities. For instance, we expect to add significantly more salespeople in the UK and Ireland, and these initiatives will, of course, be aligned with PepsiCo around their brands.
We intend to leverage the combined company's broad-based opportunities for cross-selling between beer and soft drinks and expand distribution reach for growth categories while looking into opportunities for expanding into new categories. Let's go to slide 19. The incorporation of Britvic into our company will double the group's exposure to soft drinks from around 16% to around 30%. As you just heard me explain on the previous slides, we're confident that by diversifying our brand portfolio with a number of leading brands, we are, in fact, improving our exposure to attractive growth categories and by that supporting our accelerated sales ambition of 4%-6% average organic revenue growth annually. It's important to stress that Carlsberg will remain a brewer, with beer being our core business.
However, increasing our exposure to the growing soft drinks category will improve the resilience of the overall business, both from a market and from a brand portfolio perspective. Let's move to slide number 20. Zooming in on Western Europe, this is a region with attractive cash flows. We are a number one or two player in most markets, including the stable cash-generative Nordic markets and Switzerland, where we operate a combined beer and soft drinks business model. We're very pleased with our Western European business and the opportunity to further strengthen this footprint by adding the Britvic business. We're confident that the proposed transaction will improve the long-term hard currency revenue and operating profit opportunities in Western Europe to the benefit of the region, but definitely also for the group.
Based on our internal plans and projections and after realization of synergies, the proposed transaction will be margin accretive in Western Europe and at group level by end of year 3. On slide 21, a few words on the strengthened partnership with PepsiCo, because the proposed deal also brings that very importantly along. The group has a long-standing partnership with PepsiCo in the Nordics and Asia for decades, and just a few years ago, we took over Pepsi bottling and distribution in Switzerland as well. Adding the UK and Ireland to the franchise and markets will therefore bring the total number of markets to 7. We have an excellent relationship with Pepsi, characterized by mutual respect and admiration. We've had a good dialogue and connection with this transaction, and we're pleased with the support from Pepsi.
The extended partnership will make Carlsberg PepsiCo's largest partner in Europe and among the biggest worldwide. As Pepsi is progressing towards consolidating its bottling network, we see opportunities to be part of this journey and possibly add more geographies to our portfolio in the coming years. With that, let me hand over to Ulrica, who's going to take you through these synergies.
Thank you, Jacob, and good morning. Please go to slide 23 and then the significant synergies that we expect. So, as you've just heard Jacob explain, there are multiple costs, efficiencies, and sales benefits from combining beer and soft drinks businesses. And based on detailed analysis of Carlsberg and Britvic, we have identified significant cost synergies and efficiency improvements of GBP 100 million. And this level of cost synergies equals around 6% of Britvic's 2023 full-year revenue.
And of the GBP 100 million, approximately GBP 80 million will be realized by the end of year three, and then the remaining GBP 20 million by the end of year five. So, while we have quantified the cost synergies, we are not providing a figure for sales synergies. We have internal plans and targets, but as it is more difficult to objectively verify these achievements of these synergies and therefore credibly report on them, we have decided not to do so. The business case of the acquisition is appealing even without these sales synergies. The full realization of these will contribute positively to EBIT margin progression in both Western Europe and at group level. And consequently, the acquisition of Britvic will strengthen the group's top and bottom line and the EBIT margin accretive in year three.
To slide 24, we intend to start the integration of Britvic as soon as possible after closing and anticipate a smooth integration with a low-risk profile, delivering the identified cost synergies and potentially additional sales benefits. Aside from our long track record of running combined beer and soft drinks businesses, we also have recent and successful experience in integrating businesses in the UK from combining Carlsberg UK with Marston's brewing business, where the realized cost synergies ended up being ahead of the initial target and achieved ahead of schedule, despite significant challenges posted by COVID. We know that both companies have committed and talented employees. We also see a great overlap in shared values and cultures. The combined company will be led by a high-quality and very experienced management team drawn from both Carlsberg and Britvic.
As the incoming head of Western Europe, Søren Brinck, will be overseeing and supporting the integration. Søren is a beer and soft drinks veteran. He joined Carlsberg almost 20 years ago and has, during his successful career, held MD roles in Norway and Denmark, which are great examples as to how to successfully run a combined beer and soft drinks business. Søren joined the executive committee in 2021 and from 2022 has been heading up our commercial and strategy organizations. From September 1st, he will take over responsibility for Western Europe following Graham Fewkes' retirement. Please go to slide 26 and why we're confident that the proposed transaction is indeed value-enhancing for Carlsberg and our shareholders. The acquisition will be mid-single digit accretive to adjusted EPS in year one. The transaction will be fully debt financed.
We have secured short-term bridge financing to a coupon rate of around 4%, and while we expect the longer-term financing to be done through the issuance of EMTN Euro bonds. With a planned level of growth and investment, together with the realization of identified synergies, the acquisition will be double-digit accretive to adjusted EPS in year 2. The ROIC is expected to exceed WACC in year 3, aided by the delivery of the GBP 80 million of cost synergies. I should make clear that the EPS accretion and ROIC delivery are based purely on the delivery of the cost synergies, which are fully within our own control and do not take account of the sales synergies, nor the additional GBP 20 million of cost synergies that we expect by the end of year 5.
To slide 27 and our capital allocation principles, which have been in place since 2016 and to which we want to reaffirm our commitment. Our first priority remains to invest in the organic business in support of long-term sustainable growth. As we said in February, when we guided for the year, we are increasing our market investments this year by around 10% in support of our premium portfolio and our growth markets in Asia. We also want to reaffirm our intention to increase marketing investment in the coming years so that we reach a ratio to revenue of 9% and later on, possibly 10%. Our second priority is to maintain a conservative leverage. We are today announcing a revised leverage target of below 2.5x net interest-bearing debt to EBITDA.
The increase from below 2x to 2.5x follows the changed geographical exposure of the group, including a higher share of cash flows coming from stable cash-generating markets in Western Europe and with Russia no longer being part of our company. While we are increasing our leverage target, there is no change in our commitment to maintain a solid investment-grade rating. Our third priority is our policy of dividend payout ratio of around 50% of adjusted net profit. There is no change to this commitment. Any excess cash following the first three allocation principles will be distributed to shareholders through share buybacks or extraordinary dividends or be used for value-enhancing M&A. And again, as already mentioned, we will always have a clear focus on value creation and will not engage in M&A activities that are not value-accretive to our business and our shareholders.
To slide 28 and some details on leverage. First, we'll form a net interest-bearing debt to EBITDA ratio, and that's calculated as the combined EBITDA from Carlsberg and Britvic and the total net interest-bearing debt, including bridge financing and the cost of acquiring Marston’s 40% in our UK business. That's expected to be 3.5x. We expect our leverage ratio to reach 2.5x during 2027 as a result of the increased free cash flow from operations. In line with our capital allocation principles, we have this morning stopped the share buyback program launched on April 30th. We will resume the share buybacks once we reach our target of below 2.5x. With that, back to you, Jacob.
Thank you. Let's go to slide number 30. This means we are now through this morning's presentation.
Before going into Q&A, let me just summarize the key headlines. Firstly, we are acquiring an attractive, well-run business, which has delivered consistent and cash-generative growth. The leading soft drinks positions of Britvic are highly complementary to our existing operations. Secondly, by leveraging the platforms of Britvic and Carlsberg, we've identified significant cost synergies amounting to GBP 100 million. In addition, we believe there will be sales benefits. Thirdly, we do believe that we can accelerate the growth further by increasing investments in sales and marketing. Fourth, the acquisition is value-accretive for Carlsberg shareholders. There'll be mid-single digit adjusted EPS accretive in year one, double-digit in year two, and ROIC will exceed WACC in year three. Finally, the transaction further strengthens our long-standing partnership with Pepsi and provides opportunities to broaden our successful collaboration even more in the coming years in markets outside of this deal.
Now we're ready to take your questions, and with that, over to you, Operator.
Thank you, sir. Ladies and gentlemen, as a reminder, to ask a question, please signal by pressing Star one. If you find that your question has already been answered, you may remove yourself from the queue by pressing Star two. Again, it is Star one to ask a question. Now, the first question comes from Edward Mundy from Jefferies. Please go ahead. Your line is open.
Morning, Jacob. Morning, Ulrica. Morning, Peter. A couple of questions for me first of all. First question is, Jacob, you laid out a number of reasons in the slide deck for doing the acquisition: attractive financials, hard currency cash flow, and a strong balance sheet. If you had to pick one reason, what would be the most important reason for doing the deal?
What is the thing that's most pertinent to you for doing this transaction, number one? Second question is on the revenue synergy side of things. Do you think there's going to be more on the soft drink side or on the beer side? I appreciate you're not putting numbers out there, but just how do you think about the revenue opportunities? Is it more on the soft drink side or the beer side? And then the third question is really around the balance sheet. Does this impact the ability to do the buy-out of the Indian minorities, and are there any potential divestments, potentially such as Brazil?
Thank you, Ed. Let me start, and then Ulrica will come on the balance sheet and your disposal question as well.
One reason you're being talked to from early morning on a Monday, I have so many good reasons here, but I think if you force me into only one thing, I think it is the significant value creation when we combine major beer businesses with major soft drinks businesses in core markets. We have a proven business model around that. I think it's a very powerful slide where we show you on the right-hand side the margins of our combined beer and soft drinks businesses versus our average. So if I had to pick one, it would be that. This is not a leap of faith. This is a model that we know incredibly well and have a proven track record in, and it will be led by people who know how to drive this value, as Ulrica also explained even at the ex-com level.
So I think I'll pick that as the one reason. In terms of the revenue, so revenue synergies, I know you're going to be frustrated with the answer, but we do see it on both soft drinks and beer. We wouldn't highlight one of them as having more revenue synergies than the other. This will be different across different categories. There's no doubt about that, especially if you want to be particular around it. And of course, we shouldn't go into too much detail, but especially brands that are the smaller emerging brands, the high-growth brands that make it less shelf space and less attention in sales and distribution will really benefit from a broader distribution, the broader distribution capability of the combined business. But we do see this across both brands. It's going to strengthen our beer perspective and the soft drinks perspective.
So I'm not going to be drawn into whether it's one side or the other. We will see benefits on both sides. Then heading over to Ulrica on the India question on balance sheet.
Yeah, quite short answer, Ed. It won't have any impact on the CSAPL transaction or its prospects. And you mentioned Brazil. We can't comment on any other strategies around Britvic at this point in time.
Got it. Thanks very much.
Thank you. We will now take our next question from Søren Samsøe from SEB. Please go ahead.
Yes. Good morning, Jacob, Ulrica, and Peter. And congrats on doing this deal. So just first, a question on the acquisition. Should we see this as an addition to the Accelerate SAIL strategy, or is this fitting with the existing strategy? And secondly, you say that the acquisition will support the 46% growth ambition in that strategy.
Should we see this standalone, it would be difficult for Carlsberg to reach the 46%, or should we see that there could be an upside bias to the 46% after you have done this acquisition? Thank you.
Thank you, Søren. Let me take those two strategic questions. So first of all, in terms of whether this is as part of the strategy or changed to the strategy, so we strongly believe that it's going to support the accelerated sales growth ambitions, as you also highlighted yourself in your second question. And it is aligned with the accelerated sales strategy. We want to accelerate higher growth categories than mainstream beer. And that means we want to accelerate in premium beer. We want to accelerate in alcohol-free. We want to accelerate in beyond beer and in soft drinks.
They are all structurally higher growth categories than you can say mainstream core, which is a more mature segment. That's needed for us to deliver on our accelerated sales ambitions. So from our perspective, this is not a change. In the current mix, 16% of our business is already soft drinks, and it is a structurally growing category. So this is along the lines of what we laid out with accelerated sales. In terms of the 4%-6%, so this supports the 4%-6%. It doesn't mean, I think your question implied that standalone without this deal, that we were implying that we would have issues with the 4%-6%. No, we are confident in the 4%-6% with or without Britvic. All we're saying is that Britvic is going to grow.
We expect Britvic to grow in the same range of 4%-6%, and therefore it's contributing to the overall accelerated sales ambition. So Britvic will neither pull down our growth rates or significantly push them up. It's an asset that grows in line with our own ambition. So from that perspective, nothing changes.
But if I can just add one question then.
Of course.
If you say that Britvic will grow, yeah, if you say that Britvic will grow the 4%-6%, but you also indicate that there will be sales synergies, so including sales synergies, then perhaps you're looking at a higher number than 4%-6%.
Okay, that's fair, sorry Søren .
If you could expand a little bit on those sales synergies. I, of course, acknowledge that you cannot quantify it, but if you can maybe just expand a little bit what the sales synergies will be, that would be really interesting. Thank you.
Yeah, yeah, yeah, happy to, happy to. So yeah, but it's okay. I missed that nuance of your question. So yes, there is potential revenue synergies on top of this. We have been, and of course, that can give us additional growth on top. We are reluctant in terms of starting to quantify and talk about size and impact of revenue synergies. I'm an old cynic. I know, first of all, that the risk of coming out with revenue synergy numbers, everyone is going to dismiss it because it's very intangible until it starts being realized.
But I can, and therefore, as you also know from all of our financial metrics, we're not including revenue synergies in any of the numbers. It's cherry on top. It's in addition to the numbers we're talking about. But the reason why we do mention it is we know from experience when we look at the other markets, the seven markets where we do run combined soft drinks and beer businesses, that we have revenue synergies. We see it come through. And it comes from a number of reasons, and it builds over time. So it's not in day one you get it, but it will basically improve our positioning versus customers. So we just get a broader must-have offer gives us better customer grip.
It also means that brands that would otherwise not have reached the same distribution will reach a broader distribution due to a bigger combined sales force. It is very easy for a salesperson and a field sales force person to bring the whole portfolio with them when they go out and meet customers. And therefore, we will just see a number of our brands being brought to customers that they haven't been brought to before. And we know from precedents in our other markets that that drives more sales. So it is the combination of the total portfolio being more relevant to customers, which just drives more stickiness and therefore also more sales. And the second element is we have a broader distribution, so our brands will reach more customers and consumers than they did before. It's the combination of those two.
But we're not going to put a number on it, which I know you appreciate.
Yeah, thanks. I'll get back in the queue.
Next question comes from Lawrence Whyatt from Barclays. Please go ahead.
Morning, Jacob. Morning, Ulrica. Thanks very much for the questions. A few from me as well, please. Just on the synergies, on page 23, you detailed that you get EUR 80 million from the end of year three and then EUR 20 million by the end of year five. I was wondering if you could just give us a bit more detail and what sorts of synergies go into those two buckets, and in particular, what are the synergies that take five years to realize?
Secondly, given that you're now increasing your soft drinks business, the percentage of total sales, do you think there's more scope to add more soft drinks businesses in your other markets if there were Pepsi contracts, for example, available elsewhere? Is that now sort of a key area that Carlsberg wants to focus on? And then finally, of course, you had this deal with Marston's that you've bought out today or announced you're buying out today. Could you just give us sort of a review of how the Carlsberg Marston's business has gone? Has that gone ahead of your expectations when you made that acquisition, or are there things that you would learn from that that you had taken to this new sort of increased UK presence? Thank you.
Thank you, Lawrence. Let me do number two and three, and then Ulrica will speak to the synergies.
So let me start with those. So you asked about whether we see more Pepsi markets. And yeah, no, I think we're quite open around that in the statement today. You also see the quote from the CEO of Pepsi in Europe. And yes, we are considering, together with Pepsi, potential other markets in the coming years. It will be markets where we're already present. Otherwise, you can see the logic falls apart in terms of the strong synergies we see between soft drinks and beer, which is also why we are the right owner of assets like that. And so yes, we are looking at potentially more markets. When we have news on that, of course, we will inform you. Don't assume that that means acquisitions, just to be clear. As you know, generally, when we add Pepsi markets or general soft drinks markets, it's happening organically.
And I think that's also the expected way forward on potential more markets. So I think this is one of the key benefits of this transaction and one of the things that I think is also becoming clear today for most of you. It is the broader deepening of the Pepsi-Carlsberg partnership for the coming years. And that is value creating for us, no doubt about that. The third question you had was on Marston's. And so in terms of giving a review on that, I think the most important element of the Marston's combination for the purposes of also this discussion is that we set out on an ambitious integration agenda in terms of with ambitious synergy targets when we did the merger.
We have overperformed on the synergy delivery on the Marston’s-Carlsberg combination, which is, of course, also a great benchmark in terms of the work that we will be doing now with combining with Britvic. In terms of the business case on the top line, it didn't live up to the original business case, and it didn't for the simple reasons that we were hit by COVID, which meant that we were brought back a couple of years versus the original case, which is, of course, the same thing that has happened to many other businesses. But I have to say the things that were under our control, we drove that very well and ahead of the business case.
Just the final comment, of course, as you see with the agreement today, we take 100% control, but we will continue our excellent relationship with Marston's going forward with a long-term brand distribution deal with them. The relationship continues to be very strong with Marston's going forward. Maybe over to Ulrica on the synergies.
Yes. Yes, you're absolutely right. The GBP 100 million synergies, first of all, as you say, it's based on a preliminary assessment, and we have identified synergies both for cost and efficiencies. In aggregate, they come to GBP 100 million, of which, as you say, Lawrence, GBP 80 million will be by the end of year three, and then the GBP 20 million taking another two years.
Maybe to give, I think there were some in the presentation, but some flavor of those savings and efficiency improvements. They come from sort of all areas, the direct procurement area, whether that's sort of packaging, cans, glass bottles, indirect procurement, if that's sort of logistics and marketing services, but also supply chain and our warehousing and network and inventory management, as well as sort of more pure cost savings around admin and overheads and also better utilization of sales and marketing, being able to cover a wide range of outlets. That comes with more efficiencies, and we have investment in this area as well. So most of the areas are in procurement, supply chain, and admin and overhead. So what you mentioned is absolutely correct. We are phasing some of them out beyond year three. And that phasing depends, of course, on several factors.
We need to get in closer and have a look at what's there as well. It depends on the detailed review of the business itself. We can't do that, of course, just now, but it could be network efficiencies might take a little bit longer to run. Depends on how long the procurement contracts are and how we integrate in the fastest way the two businesses. So as you'd expect, there will be more limited impact in year 1 with the largest delivery in 2 and 3 within the first three years, but then there's some that will drop into between 3 and 5 years as well.
Thanks very much.
Thank you. Our next question comes from Trevor Stirling from Bernstein. Please go ahead.
Hi everyone. A few questions from my side. A couple of technical ones first, and then a couple of strategic ones.
The technical one, Ulrica, I just missed what you said was the coupon on the bridge financing. When you talk about the deal being accretive, presumably that's based on the coupon of the bridge financing. For a second technical one, you talk about the Carlsberg WACC of 7%. In Britvic's annual report, they estimate a WACC for their own business of 8.5%. When would your ROIC hit an 8.5% WACC, please? You have two strategic ones. One is to emphasize the improved relationship with Pepsi, but is there a possible fallback from that in terms of fallout from that, rather, in terms of your relationship with Coca-Cola? Could it imperil some of your Coca-Cola bottling relationships?
Maybe the final strategic one, does this mean that given the scale of the leverage, that apart from the buyout in South Asia, that there really isn't any big deal around the corner for the next two or three years in beer?
Thanks very much. Always good to speak. Let me do the two strategic ones first, if that's okay. And then Ulrica will come in on the coupon and the WACC rate. So you asked about the Coke relationship. So for everyone's benefit, we operate Coke in Denmark and Finland and Pepsi in five countries. We have a good relationship with Coke. They are, of course, aware of this. They will have seen the leak announcement 10 days ago. And it's also important to stress that we have for decades been operating both Coke and Pepsi businesses, so this is not new.
We have a good relationship in Denmark and Finland where we are creating value both for ourselves and for Coke. We have a contract that runs for multiple years, and we don't see that changing in the context of this. This is a deal, a Pepsi deal, that concerns U.K. and Ireland. The Coke relationship continues in those two countries. You asked about big deal in beer. I think we are very clear that, of course, this is a major deal, and we'll be focusing on getting integration right and delivering the proper value for our shareholders that we see in this deal, which we are super excited about creating.
This, of course, if an attractive value accretive situation occurs within beer in the next couple of years where it creates significant value for our shareholders, we will, of course, look at it like you would expect us to do. Otherwise, we're not doing our job. So I don't think from that perspective anything changes. You cannot time when opportunities occur and when major significant M&A becomes available, and we will look at opportunities that occur. But I think also we all know from history that they are far, but there's far between those deals happening. But this is not a question of us reorienting away from beer. Beer is our core and beer is an area for us, but this deal truly creates a significant amount of value between beer and soft drinks. But let me hand over to Ulrica on the coupon on the WACC.
Yeah, thanks, Trevor.
Yes, I said 4% approximately for the bridge financing, which we then will take out, and that will likely be an EMTN Euro market bond program. That's currently trading a little bit lower than 4%, but say 4%. Maybe worthwhile from a modeling point of view to say as well is that we're also likely that the Britvic debt will be refinanced at our rates if you're thinking about the calculation there. Yes, including this, it is still EPS accretive as per what we've stated. In terms of the WACC, we do use our country-specific WACC, and that's what we've used here as well. By the way, that's also pretty much in line with the group WACC here. In terms of instead of using what Britvic having in their accounts, that's what we're using.
I can't comment on when we're going to reach a ROIC of over 8.5, but I will say that clearly following the transaction, we will continue to focus on continuing ROIC improvements and benefiting, driving that as we always do. So you've got when we will pass our own WACC, and then we'll continue after that.
Super. Thank you very much, Ulrica and Jacob.
Thank you. We will now move to our next question from André Thormann from Danske Bank. Please go ahead.
Yes, good morning, and thanks for taking my questions. The first is in terms of potential factory consolidations. I wonder if you can give some comments on the potential for that and also how the capacity situation looks in your existing facilities in Carlsberg Marston’s, UK. Do you have a spare capacity here?
The second question is in terms of sales synergies, and I realize you don't quantify it, but just another question around whether you see most synergies in off-trade or on-trade. That's my question. Thanks.
Yeah, hi, André. So in terms of factory, no, we don't see this as a deal that is about, I think you said, factory consolidation. We don't see that. When you look at our breweries both across Britvic and across Carlsberg UK, we overall see good utilization. And as both businesses are seeing volume growth, we don't expect to see any major brewery consolidation behind this. Based on all the work we've been doing, Britvic has a well-invested and strong infrastructure, but also seeing strong growth. And therefore, in the coming years, we would expect potentially to see more lines being added as certain categories continue to grow.
Carlsberg UK also has good capacity utilization, not running at levels where we need to invest in further lines, etc. Both businesses have good well-invested brewery capacity, not ripe for major consolidation. No, we don't see that. We see this as a growth case that we need that consolidation. That's also how the synergies have been built. You asked about the revenue synergies, and thanks for the different angle on it because, as you know, we can't put numbers on it. We see especially the revenue synergies in on-trade. You asked about on-trade versus off-trade, and that's based on the greater sales force versus on-trade and the stronger overall portfolio into an on-trade environment. It's more on-trade than off-trade, and I think that's as specific as we can be at this stage.
Thank you so much.
Our next question comes from Jeremy Fialko from HSBC. Please go ahead.
Hi, morning, Jeremy Fialko of HSBC here. Thanks for taking the question. So a couple from my side. So the first one is, I guess you've set this example of where you've got beer and soft drinks together as being kind of beneficial for your overall market development. So if you were to look back at the last five years, is there any data that you can provide us with to demonstrate how your market share performance has been better in the markets where you have got the kind of combined operations versus doing just beer? And then the sort of second question is on the synergy number. So you've given this sort of EUR 80 million-100 million number, and I'm assuming that that is a net synergy figure. Is the gross savings number higher than this?
But then that's what you would be reinvesting, say, in higher sales and marketing. And if there's any sort of sense of what the reinvestment level might be post the transaction completing? Thanks.
Thanks, Jeremy. Just on the synergy number, of course, the synergy number is a net number we're referring to. We also mentioned the one-off cost of achieving the synergies, which we haven't faced yet, but it's DKK 83 million versus the DKK 100 million, which will be taken through the P&L as well, of course, in special items. And in terms of the investments in sales, what we're saying is that we will invest in sales force going forward. We will not be specific around the number of people and the size of the investments, but of course, it will also come with additional top-line growth, which will more than fund the investment in sales force.
So that's why I think we need to separate these two elements of the transaction. There is a clear synergy case in terms of duplication, and all the things Ulrica very diligently went through a second ago. And then we will, as part of our ongoing business case going forward, we will invest in sales force where we can see there's a real business case for us. You asked around markets here over the last five years, and of course, IR will be very helpful in terms of very willing to be helpful around these things. But if you look at it, the markets we are in, I think we gave you an example in Norway as an example of how we have been growing market share on soft drinks. And we have the same in most other countries, that type of development.
It's a combination of driving continued market share gains in soft drinks and also strengthening our beer business. It's very hard, though, to I think just caution that it's very hard to separate hot and cold water in terms of saying if we hadn't had soft drinks, our beer market share would have developed X, but with soft drink, it develops X plus. Of course, there's a lot of factors in and out you need to consider, but it is interesting to see how strong our beer franchises are in the markets where we have long-term soft drinks franchises. The two franchises, they really feed off each other in a positive way, which is also what we're trying to illustrate with the margin illustration. But of course, we're happy to share as much we can, but I think it's quite clear from that perspective.
Okay, thanks.
Thanks, Jeremy.
Our next question comes from Olivier Nicolaï from Goldman Sachs. Go ahead.
Hi, good morning, Jacob and Ulrica. Three questions, please, on my side. First of all, big picture question is the timing of the deal. Why today? Is it because PepsiCo would not have given its agreement previously, or is it because you wish to refocus your group on Europe and being therefore less reliant on Asia? Secondly, just on the working capital, would you be able to quantify how much improvement you could bring to the Britvic side? Considering that Carlsberg has one of the best-in-class in terms of working capital in CPG. And could we expect therefore faster deleveraging to these 2.5 times needed to be that target during 2027?
And just lastly, on the GBP 80 million synergies in year three, would you be able to break it down between what's the path for procurement, logistics, supply chain, and overheads? And on related topics to that, how much dis-synergies do you expect from losing the San Miguel license in the UK at the end of this year? Thank you.
Hey, Olivier. I think I counted five questions, but let me just see. You broke all rules, but we'll answer them anyway because you're such a nice person. And it's Monday morning. Ulrica will talk to the working capital and the faster deleveraging question. Just killing one of them. So the synergies, we're not going to give more detail than what we've given.
We are in an early phase here where we also need to spend time on the integration together with Britvic, and we have a very clear perspective on where we think the synergies are and are comfortable with the numbers. But the different buckets may change in size as we get more into the weeds of it. But we're comfortable with the overall number and the delivery of it. But we're not going to give you a further breakdown on it, and I hope you respect that. On the timing, I think we can answer quite assuredly no to the point around whether this is because we want to take Carlsberg in a completely different direction. No, that's not the case. And it is not, I think you said that we want to be less reliant on Asia, and that's not the case either.
We're to be very excited about our Asian growth case. Vietnam, India, China provides significant growth opportunities for us over the next decade, and we will continue to invest to the maximum in terms of organic growth in those markets. So nothing changes in terms of Asia. Of course, I can see the math around Asia being diluted from this. Everything gets diluted from this, of course, but it doesn't change the fact that we see strong growth opportunities in Asia. We don't see inorganic opportunities in those markets beyond, as Ulrica talked about earlier, taking out our Indian minorities as we are working on. And therefore, we continue the strong organic growth investments in those. No, it is more the case of what you said before. Precise timing is not always possible to control. There was a window of opportunity now with Pepsi looking into consolidating their bottling network.
It comes with significant benefits to us across a number of vectors that we have described today, and we needed to act upon that window. And that also, of course, dictated some of that timing. It's something that has matured for a while, and it accelerated, and it was clear for us that there was significant value for us to create here. And that is the case with the larger M&A. Timing is often dictated by a number of factors, and here a window opens, then it creates significant value for us. It also creates, don't forget, that it creates an even stronger cash generation machine going forward that will make us even more able to deliver on shareholder returns and accretive investments in our business. So we're excited about it. You asked about the dis-synergies on MSM. So for us, that is a separate item.
We're not doing this acquisition because of the loss of MSM in the UK. As you know, the contract expires at the end of this year. Of course, there's going to be an impact in the short term from losing that. You know that it's around 1.8 million hectoliters of volume and around DKK 1.4 billion of revenue. It will have a short-term negative impact, standalone, of course. But we will also replace that over time through our own brands in the world beer category. We have some strong brands that are growing well in the UK in Brooklyn, Poretti and 1664. We have clear plans in place for this. Of course, there will be a short-term impact of it, and then we will mitigate it over time. So we don't see that as a dis-synergy because MSM is completely unrelated to this.
It's just an impact on the business that we will deal with. Like when other brands leave the portfolio, this time it's just a bigger brand than your average brand. There's no doubt about that. But maybe over to you, Ulrica, just on working capital and deleveraging.
Yes. And thank you, Olivier. I think, no, we can't quantify what sort of working capital level we will aim for. But what I can do is connect the sentiment to your, will we deleverage faster? Of course, what we will start once this is complete is being very, very focused to reduce leverage to 2.5. That is expected in 2027. Of course, as we do that, we will aim to beat that using the capability that we have internally.
And that will be part of that will be driving high free cash flow and taking we post our share buybacks now and taking all the factors into account that we can use to get to that leverage, including driving free cash flow higher.
Thank you very much. Very clear.
Thank you. Our next question comes from Sanjeet Aujla from UBS. Please go ahead.
Hi, guys. Two questions from me, please. Firstly, when you look at the UK beer business, I think your margins have been quite low there even after the Marston's acquisition. So I guess with the benefit of scale that Britvic brings and the cost synergies that you've outlined, is it conceivable for that UK business to be margin accretive to Carlsberg, consistent with the other markets where you've got beer and soft drinks? I think margins are probably in the high teens range there.
Is that a realistic ambition for the pro forma UK business in the fullness of time? And my second question is just going back to the Pepsi. Can you just talk a little bit about how the concentrate model works with Pepsi? I think you talked about a new bottling agreement in the UK and Ireland. Have you received more favorable terms there? And is that allowing you to step up marketing investment? Thanks.
Hey, Sanjeet, thanks for your questions. So on the UK, you are perfectly right. There's no shying away from the fact that the business has lower margins than the group average for a number of reasons. And you're pointing to all the right points in terms of the benefits that the UK will get out of this combination with a great company in Britvic.
It is not wrong to assume that over time we should be able to bring the combined UK margin to group average or potentially above group average. We're not going to put a date on that. If you do the math of the combination here, and of course, you'll have to do a lot of assumptions given that you have to look specifically at the UK business and not the full Britvic business, etc. If you do the math on this, including the synergies, you can see that you can get there. So fully agree on that. The ambition is the UK is a major market for us. We are long-term invested in the market. With this transaction, we're creating a UK powerhouse. Over time, that powerhouse should also be accretive to the group.
In terms of the concentrate model, I'm sorry, but that's just too specific and commercially sensitive. So I hope you accept that we're not going to go into those details.
Got it. Thank you.
Thank you. And we'll take our next question from Thomas Petersen from Nordea. Please go ahead.
Hi, guys. Two questions from me, maybe a bit in the same way here. So just wondering if you could put a bit of color on the various sort of, let's call them multi-beverage markets, because you highlight, Jacob, here that you have five Western European markets where you have beer portfolio and you have the Pepsi contracts here, all margin accretive higher margins than the rest of Western Europe. So just sort of comparing those because they are small markets. It's the Nordics, it's Switzerland. How do they compare to the UK market, which is so much bigger?
Are there any comparisons, any differences here that we need to that this is just not a copy-paste, or is it exactly a copy-paste from what you've been doing in the Nordic markets? Sorry. And then the second question is perhaps just regarding the Pepsi contract that, and I know this is a bit sensitive, but Britvic, they had a very long contract, at least that's my understanding, with Pepsi. And can you say anything about that? Is that the same contract that now passes on to you, the length at least? Thank you.
Thanks, Thomas. Let me start on the Pepsi question. We're not going to give details on the contracts that we will be getting in case of a closing of the deal that we'll be getting with Pepsi.
And I know that's, of course, frustrating, but I can assure you that, of course, in order for us to do this and in order for us to reach agreement with Pepsi, you would assume that we have negotiated terms that are enabling us to invest for the long term in the business. But I cannot give you specific details on the length of the contracts. But I think given the commitment we're putting in here, you would assume that this is not a short-term contract that we're looking at. In terms of multi-beverage markets, I think it's a very considerate thought from your side in terms of, of course, it's a different type of market, the UK.
And that's also why we've done a lot of analysis on the UK, because the seven markets where we operate soft drinks today, and especially the five in Western Europe, they are all smaller markets, and they're markets where we have a higher market share than what we have in the UK on the beer side. All the analysis we've done is we actually see that as an upside versus a downside. It means that there is more runway for us in terms of realizing synergies, in terms of building our capabilities, building out a stronger distribution. And we have a tremendous amount of respect for the colleagues that are joining us. Britvic is a phenomenal company that knows how to drive soft drinks already.
But the combination, so we're not there to teach them how to drive their individual categories, but we are there combined to drive on the experiences or build on the experiences we have in terms of combining those businesses. And we see a significant upside as this will also be the first real proposition in the UK market where you see that properly happening. So we see it as a longer-term higher upside than what we've seen in the Nordic region. So it's not a concern, but you're right. We need to respect the individual market dynamics, just like the way we've launched in Switzerland has been slightly different from the way we launched in the U.S., etc. I hope that adds a little bit of color. And I'm now being told that, thanks, Thomas. Last question, please, operator.
Richard Withagen from Kepler , please go ahead.
Yeah, good morning, Jacob, Ulrica, and Peter. Thanks for the question. I have two, please. First of all, can you share some thoughts on the Britvic profitability level? It's been relatively consistent over the last 10 years or so. So do you see that there is opportunity even there on a standalone basis, or will the EUR 100 million in synergies be predominantly driven by the combination of the two businesses? And then the second question I have is on any antitrust reviews. Can you maybe give your thoughts on that and where there will be the focus of the authorities?
Thanks, Richard. Let me speak to the profitability question. I think Britvic has been running. They've been running a good shop.
I think it's when we also the interaction we've had with the company and all the analysis we've done, and as you would expect us, we've done very thorough analysis of Britvic. We are impressed with the team. We're impressed with the capabilities. We're impressed with their execution, the way they have been building brands. And we do believe that they have achieved good profitability levels as a standalone company. I have no reason to believe that they should be able to lift that standalone significantly. I think that would be borderline arrogant from my side. I think it's run by very capable people and doing very well. The real upside here is the combination of the two, the significant synergies that we bring through as a combined entity, and that's where we really see that. So we're building on a very strong base.
I think in your question also lies the fact that this has been a very consistent and consistently strong performer. It's been a very strong compounding delivery from Britvic. That's what we're building on top of with the combination synergies here. Super excited about that and excited about being joined by such talented colleagues. Over to Ulrica, just on the antitrust.
Yeah, a very short answer there is that we're having to go through the process clearly, and we'll rely on that as we get through, but don't see any upfront issues in getting through that.
Thank you.
Thank you very much, Richard. With that, that was all for today. I hope we addressed as many of your questions as possible. Of course, as always, our phenomenal IR team is eagerly awaiting at the phone, so please reach out to them.
Otherwise, for those of you who we don't speak to, we wish you a good summer break as well. Thank you very much.