LONDON & LEUVEN, Belgium — The possibility of Anheuser-Busch InBev purchasing SABMiller began to drift into hostile territory this morning as AB InBev CEO Carlos Brito urged stockholders of the coveted No. 2 beer brewer to “voice their views” and “not allow the board of SABMiller to frustrate this process.”
The comments came in a brief statement from AB InBev expressing surprise over the SABMiller board of directors’ swift rejection of an offer—AB InBev’s third bid—to purchase the London-based company for £42.15 per share in cash ($64.51 per share U.S.). The offer values the company at $104 billion.
“AB InBev is surprised that the board of SABMiller (excluding the directors nominated by SABMiller’s largest shareholder, Altria Group Inc., who dissented) continues to say that this proposal ‘still very substantially undervalues SABMiller,’ ” AB InBev wrote. “This lacks credibility because the cash proposal represents a premium of approximately 44% to SABMiller’s closing share price of £29.34 on Sept. 14 (being the last business day prior to renewed speculation of an approach from AB InBev); and Altria Group Inc., which owns 27% of SABMiller and has three representatives on the board, has publicly stated that it supports our proposal and ‘urges SABMiller’s board to engage promptly and constructively with AB InBev to agree on the terms of a recommended offer.’ “
SABMiller, however, said the offer “has been timed opportunistically to take advantage of SABMiller’s recently depressed share price.”
“SABMiller is the crown jewel of the global brewing industry, uniquely positioned to continue to generate decades of stand-alone future volume and value growth for all SABMiller shareholders from highly attractive markets,” said Jan du Plessis, chairman of SABMiller. “AB InBev needs SABMiller but has made opportunistic and highly conditional proposals, elements of which have been deliberately designed to be unattractive to many of our shareholders. AB InBev is very substantially undervaluing SABMiller.”
Some analysts believe AB InBev making its third offer publicly—two lower previous offers were handled quietly—was a first step at riling up shareholders, allowing them to see what they are missing. But certainly encouraging them to “voice their views” is an effort to create unrest.
“Notwithstanding our good faith efforts, the board of SABMiller has refused to meaningfully engage with us,” Brito said today. “Our proposal creates significant value for everybody. How long will it be before shareholders see a value of over £42 in the absence of an offer from AB InBev? If shareholders agree that we should be in proper discussions, they should voice their views and should not allow the board of SABMiller to frustrate this process and let this opportunity slip away.”
Based on British law, AB InBev has until Wednesday, Oct. 14, to make the deal happen or request an extension.