Brown-Forman has rebuffed an unsolicited takeover proposal from rival spirits group Sazerac after its controlling family shareholders rejected the approach.

The Jack Daniel’s and Woodford Reserve owner said its board had reviewed the proposal and concluded it was “not actionable”, taking into account the position of Wolf Pen Branch, a partnership representing Brown family members who hold the majority of its Class A shares.

Financial terms of Sazerac’s proposal were not disclosed.

The Brown family shareholders, spanning the fourth, fifth and sixth generations of the company’s founding family, said the approach did not align with their long-term vision for the business.

“As fourth-, fifth- and sixth-generation shareholders of Brown-Forman, we care deeply about the company – its brands, its people and its culture,” Wolf Pen Branch said.

“We are confident in the strength and competitive position of the business and believe the company is well-positioned to deliver long-term value for all shareholders.”

Brown-Forman backs standalone strategy

Brown-Forman chairman Marshall Farrer said the board and leadership team remained confident in the company’s ability to deliver long-term growth and shareholder returns.

The group will continue to focus on expanding its international footprint, strengthening its brands and improving operational efficiency.

Farrer said Brown-Forman would also continue exploring other opportunities to create value for shareholders.

“We are excited about what lies ahead, including the next chapter of leadership,” he added.

The comment comes as the spirits group prepares for a future management transition, although Brown-Forman did not provide further details in its announcement.

Brown-Forman warned that the unsolicited approach and any related activity could distract management, disrupt operations or lead to additional costs and legal action.

Family retains control

Brown-Forman’s dual-class share structure gives its founding family significant influence over the business.

The company is classed as a family-controlled business under New York Stock Exchange rules, with the Brown family holding the majority of its voting Class A shares.

The structure means any potential buyer would be unlikely to secure control of the company without support from the family shareholders.

Brown-Forman was founded more than 155 years ago and employs approximately 4,900 people.

Its portfolio includes Jack Daniel’s, Woodford Reserve, Old Forester, el Jimador, Herradura, The Glendronach, Benriach, Diplomático Rum, Gin Mare, Fords Gin, Chambord and Slane.

The Louisville-headquartered group sells its spirits brands across more than 170 countries.

Sazerac, which owns brands including Buffalo Trace, Southern Comfort and Fireball, has not been publicly disclosed as making a revised offer following Brown-Forman’s rejection.

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