Campari Group’s $35.7 Million Acquisition of a Controlling interest in the Ancho Reyes and Montelobos super premium brands

Creel, García-Cuéllar, Aiza y Enríquez and Mayer Brown advised on the deal

Campari Group, following the fulfilment of certain condition precedents, has acquired from a group of Mexican entrepreneurs a controlling interest in the share capital of (i) Licorera Ancho Reyes y CIA S.A.P.I. de C.V., and (ii) Casa Montelobos S.A.P.I. de C.V..

The two companies are respectively owners of super premium brands Ancho Reyes spicy liqueur and Montelobos mezcal. Ancho Reyes is a natural and authentic liqueur, crafted from ancho and poblano chiles cultivated in the volcano-enriched soils of Puebla, Mexico. It represents a versatile proposition, offering an ideal fit to mixology as a foundation for innovative cocktails. Montelobos is an artisanal mezcal, a successful expression of respect for tradition combined with desire for experimentation. It was born from the vision and passion of Mexican distiller Iván Saldaña, world renowned expert in agave and mezcal.

Mezcal is a distilled alcoholic spirit manufactured from agave plants, produced in Mexico. Its production can be almost entirely considered truly craft, justifying a premium price point. This spirits category is currently exported into over fifty countries in the world, offering the United States the biggest potential for the category growth. Mezcal retail sales almost decupled globally over the last decade, outperforming significantly the volume growth, witnessing the premiumization experienced by the category. In the US market only, mezcal value sales achieved a CAGR of 30.4% in 2008-2018, which compares with a CAGR of 24.1% worldwide over the same period.

In 2018 the core market for Ancho Reyes and Montelobos was the United States which accounted for 66.4% of the combined sales, with Mexico, UK and other international markets for the balance of net sales. In 2018 the net sales achieved by the two brands jointly amounted to approx. USD7 million (approx. €6 million), before any distribution synergies. The two brands achieved a CAGR of 53.7% overall in 2016-2018.

The overall consideration for 51% interest in the two companies is USD35.7 million (corresponding to €32.7 million at the exchange rate on the announcement date) and is subject to customary price adjustments. The consideration will be financed through available resources and will be paid using cash. Pursuant to the share purchase agreements the remaining shareholdings are subject to customary reciprocal put and call options which can be exercised starting from 2024.

The scope of the acquisition includes the brands, the intellectual property and the related inventories. The business leverages a fully integrated supply chain for the two brands, through leased production and bottling facilities, whilst agave, the main raw material to produce mezcal, is sourced through third party agreements with major local growers to secure constant supply. All aspects related to supply chain will be managed in continuity with the past.

Creel, García-Cuéllar, Aiza y Enríquez advised Campari Group with Iker Arriola (Picture), Omar Zúñiga, Edgar Ancona, Paola Carrasco and Ivonne Montaño Sanluis.

Mayer Brown advised Casa Montelobos, S.A.P.I. de C.V. and Licorera Ancho Reyes y CIA, S.A.P.I. de C.V. with Raúl Fernández-Briseño, Javier Garibay and Sebastián Fernández Alonso Márquez.

Involved fees earner: Edgar Ancona – Creel, García-Cuéllar, Aiza y Enriquez SC; Iker Arriola Peñalosa – Creel, García-Cuéllar, Aiza y Enriquez SC; Paola Carrasco – Creel, García-Cuéllar, Aiza y Enriquez SC; Ivonne Montaño – Creel, García-Cuéllar, Aiza y Enriquez SC; Omar Zúñiga Arroyo – Creel, García-Cuéllar, Aiza y Enriquez SC; Raúl Fernández-Briseño – Mayer Brown; Javier Garibay – Mayer Brown;

Law Firms: Creel, García-Cuéllar, Aiza y Enriquez SC; Mayer Brown;

Clients: Campari; Casa Montelobos, S.A.P.I. de C.V.; Licorera Ancho Reyes y CIA S.A.P.I. de C.V.;

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Author: Ambrogio Visconti.