March 31 (Bloomberg) -- Pernod Ricard SA, the world's second-largest liquor company, agreed to buy Vin & Sprit AB from Sweden's government for 5.28 billion euros ($8.34 billion) to gain the Absolut vodka brand and take on Diageo Plc's Smirnoff in the U.S.

Pernod beat out rivals including Fortune Brands Inc. and the billionaire Wallenberg family with its bid. Prime Minister Fredrik Reinfeldt, in power since 2006, put Vin & Sprit up for sale to reduce the state's involvement in the economy and pay debt.

Pernod dropped 4.3 percent in Paris trading today on concern that the company may be paying too much. The purchase will make the producer of Martell cognac the second-biggest spirits seller in the U.S., the world's largest vodka market by value. Absolut controls about 9 percent of the U.S. vodka market by volume, more than any brand except Smirnoff.

``It's a good operation, but the price is high,'' said Salah Seddik, a fund manager at Richelieu Finance, which oversees $6.3 billion. ``This will increase the debt level of Pernod, even though it's not a worrisome level.''

Pernod fell 2.93 euros to 65.16 euros in Paris trading, bringing its drop this year to 17 percent. The maker of Chivas Regal whiskey said it's paying 20.8 times earnings before interest, taxes, depreciation and amortization, prior to any savings. The company paid 13 times operating profit, or $13 billion, for Allied Domecq Plc in 2005.

Before Vin & Sprit was sold, analysts had said the company might fetch about $6 billion.

Debt Concern

``The quick bidding process indicates Pernod's offer was substantially above the other bidders,'' said Lars Soederfjell, head of equity strategy at ABG Sundal Collier in Stockholm. ``The Swedish government is being very well paid for the company.''

Fortune Brands said in a statement it ``didn't see the appropriate return for our shareholders at the announced price.''

In addition to the purchase price, Pernod is assuming debt of 346 million euros, taking the total cost of the transaction to 5.63 billion euros, spokeswoman Florence Taron said. The acquisition is being fully funded by debt and will almost double the company's net borrowings to 12 billion euros, Pernod said.

Standard & Poor's changed its outlook on Pernod's debt rating to ``negative'' from ``stable'' after trading closed, citing ``high post-acquisition leverage.'' The agency rates The company's debt BB+/B.

``We expect the group to deleverage back to adequate levels in a reasonable time frame, in line with its track record from previous transactions,'' S&P said.

Stoli Contract

Pernod's contract to distribute Stolichnaya vodka outside Russia will end once the brand's owner, SPI Group, has found a replacement. SPI may decide to sell Stolichnaya after the partnership is concluded, Andrei Skurikhin, a minority investor and a former general director of the Russian company, said today.

``Pernod didn't own Stolichnaya and they really wanted a strong vodka brand, which is still the fastest growing spirit in the world,'' said Vangelis Bratsikas, a fund manager at Clariden Bank in Zurich, who holds Pernod shares.

Sweden is selling Vin & Sprit to dispose of assets worth at least 200 billion kronor ($34 billion) by the end of 2010. London-based Diageo, the world's biggest distiller, dropped out of the running in February after agreeing to form a joint venture with the Dutch producer of Ketel One vodka. Other bidders included Investor AB, the Wallenberg family's holding company.

Job Cuts

Bengt Baron will remain chief executive officer of V&S after the takeover and the company's headquarters will stay in Stockholm, Pernod Managing Director Pierre Pringuet said today.

It's too early to say where and how jobs will be cut, he added. ``I'll not commit that everything will remain the same. V&S has started some rationalizations and that will go on,'' Pringuet said.

Pernod forecast as much as 150 million euros of pretax cost savings per year from the transaction, which it aims to close in the middle of 2008. The purchase doesn't include V&S's 10 percent stake in Fortune Brands' Beam Global Spirits & Wine Inc.

Fortune plans to repurchase the stake in the unit from the Swedish government, as well as buy back its own stock. Its shares rose 8.8 percent at 4:15 p.m. in New York Stock Exchange composite trading, the most in almost eight years.

Pernod's bid was ``among the highest multiples paid for a company in this business,'' Financial Markets Minister Mats Odell said on a conference call. The French company raised the final offer from what it initially indicated it would pay, he said.

Distribution Agreement

Absolut is distributed in the U.S. by Future Brands, a joint venture between Fortune and Vin & Sprit. Pernod said that the U.S. agreement between V&S and Fortune Brands is in place until the start of 2012.

The Swedish distiller introduced Absolut in 1979 and now sells almost 11 million cases a year of the vodka, which is made from winter wheat. The U.S. accounts for half of sales. Vin & Sprit has fueled demand with flavored varieties such as raspberry and advertisements designed by artists that began when Andy Warhol painted an Absolut bottle in 1985.

While sales of Absolut gained 9 percent by volume in 2007, Vin & Sprit's revenue is stagnating as the dollar's drop erodes the value of U.S. sales on conversion to kronor. Fourth-quarter revenue was little changed at 2.96 billion kronor.

Absolut accounts for about 40 percent of Vin & Sprit's sales by volume. The rest comes from alcoholic beverages including Plymouth Gin, which must be distilled in the English city of the same name, and Cruzan rum, which has been made since 1760 on the Caribbean island of St. Croix. The company also owns the Level, Fris and Luksusowa vodka brands. Pernod said it plans to sell Plymouth Gin and some of V&S's other smaller brands.

JPMorgan Chase & Co., Deutsche Bank AG and PK Partners were Pernod's financial advisers. Morgan Stanley oversaw the sale for the government.

To contact the reporter responsible for this story: Meera Bhatia in Oslo at mbhatia2@bloomberg.net.

Last Updated: March 31, 2008 16:39 EDT