BRITAIN’s biggest brewer, Scottish & Newcastle, is planning to thwart a £7.5 billion hostile takeover by Dutch and Danish rivals by selling off Hartwall, the Finnish holding company behind its most valuable asset.

Heineken and Carlsberg last week stunned S&N, which makes Foster’s, John Smith’s and Kronenbourg, by revealing they are plotting a bid to split the British brewer between them.

S&N’s board, however, is studying a radical plan to defeat the move. It is investigating a sale of Hartwall, the Finnish company that holds S&N’s 50% interest in BBH, its Russian beer business. The stake is worth £2.5 billion.

A sale of Hartwall would circumvent a complex arrangement with Carlsberg, which also owns 50% of BBH and is keen to buy the other half.

Under a so-called “shotgun” clause, if one of the partners in the joint venture makes a proposal to take it over, the other partner must either accept it or make a counter-bid. However, if a bidder takes control of BBH by acquiring Hartwall, this clause is no longer relevant.

Analysts say that finding a way to unlock the value in BBH, Russia’s No 1 beer brewer, is key to S&N’s survival.

They say that a take-out by a third-party bidder should reflect the depth of BBH’s distribution platform in Russia and neighbouring Kazakhstan and Uzbekistan.

S&N may also try to find a white knight to fend off the Dutch and Danes. Anheuser Busch and SAB Miller could be interested in deals for the whole of the British brewer rather than just BBH.

The Spanish drinks giant Mahou San Miguel, which has a distribution deal with S&N in Britain, is also watching events closely and would be interested in S&N’s European assets.

However, nobody will make a move until the Carlsberg-led bid is tabled. This is expected within 10 days.

S&N is incensed at the hostile approach taken by Carslberg.

John Nicolson, managing director of S&N’s eastern European, Asian and US operations, said he believes the Danish company is trying to buy BBH with a low-ball offer. “They think going for S&N means they can get BBH on the cheap,” he said.

“They know exactly the value of it, I know the value of it and Heineken doesn’t.

“We’ve just finished our three-year plan for the business. People find it hard to evaluate businesses in Russia, but we know what it’s worth and so does Carlsberg. The future is very bright.”

Informed analysts put BBH’s enterprise value at $10 billion (£4.8 billion).

Investors in S&N think any offer needs to be pitched above 800p per share to have any chance of success.

One said: “The key will be, are we being sufficiently compensated for giving up half of BBH? Anything less than something starting with a figure eight and we would probably say that’s not sufficient compensation.

“It’s all going to come down to price. No shareholder is going to say S&N has a fantastic independent future.”

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