LEUVEN, Belgium & LONDON — In a deal valuing the company at an estimated £67.9 billion ($104.2 billion U.S.), the boards of Anheuser-Busch InBev NV and SABMiller PLC have announced that they have reached agreement in principle on the key terms of a possible recommended offer by AB InBev for it to acquire SABMiller.
As reported in a 21st Century Smoke/CSP Daily News Flash, under the terms of the possible offer, SABMiller shareholders would be entitled to receive £44 ($67.08 U.S.) per share in cash, with a partial share alternative available for approximately 41% of the SABMiller shares.
The all-cash offer represents a premium of approximately 50% to SABMiller’s closing share price of £29.34 ($44.73) on Sept. 14, 2015, the last business day prior to the latest round of speculation of an approach from AB InBev.
In addition, under the possible offer, SABMiller shareholders would be entitled to any dividends declared or paid by SABMiller in the ordinary course in respect of any completed six-month period ended September 30 or March 31 prior to completion of the possible transaction.
This latest announcement represents AB InBev’s fifth proposal. It previously offered £38 ($58.16 U.S.) per share, then £40 ($61.22), £42.15 ($64.51) and £43.50 ($66.77).
The board of SABMiller has indicated to AB InBev that it would be prepared unanimously to recommend the all-cash offer of £44 per SABMiller share to SABMiller shareholders, subject to their fiduciary duties and satisfactory resolution of the other terms and conditions of the possible offer.
In connection with the possible offer, AB InBev would agree to a “best efforts” commitment to obtain any regulatory clearances required to proceed to closing of the transaction. In addition, AB InBev would agree to a reverse break fee of $3 billion payable to SABMiller in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances or the approval of AB InBev shareholders.
The board of AB InBev fully supports the terms of this possible offer and expects to give its formal approval immediately prior to announcement.
The conditions of the transaction will be customary for a combination of this nature, and will include approval by both companies’ shareholders and receipt of antitrust and regulatory approvals, the companies said.
AB InBev would finance the cash consideration under the transaction through a combination of internal financial resources and new third-party debt.
The U.K. Panel on Takeovers & Mergers codes required AB InBev, by not later than 5 p.m. on Oct. 14, 2015, to either announce a firm intention to make an offer for SABMiller or announce that it does not intend to make an offer for SABMiller.
The board of SABMiller requested that the Takeover Panel extend the deadline to enable the parties to continue their talks regarding the possible offer, and the panel granted the extension. AB InBev must, by not later than 5 p.m. on Oct. 28, 2015, either announce a firm intention to make an offer for SABMiller or announce that it does not intend to make an offer for SABMiller.
In a statement, Altria Group Inc., the largest shareholder of SABMiller at approximately 27%, said it “is pleased that ABI and SABMiller have taken these steps.”
Altria’s subsidiaries include Philip Morris USA, U.S. Smokeless Tobacco, John Middleton, Nu Mark and Ste. Michelle Wine Estates, among others.
SABMiller plc is a multinational brewing and beverage company based in London. Its brands include Fosters, Grolsch, Miller, Peroni and Pilsner Urquell. (Click here to view SABMiller’s brands page.)
SAB PLC acquired Miller Brewing in 2002, forming SABMiller PLC. In 2007, SABMiller and Molson Coors Brewing Co., Denver, formed joint-venture MillerCoors, Chicago. Brands include Miller Lite, Miller Genuine Draft, Olde English 800, Milwaukee’s Best, Miller Chill, Hamm’s and Leinenkugel.
Anheuser-Busch InBev is a multinational beverage and brewing company based in Leuven, Belgium. It has 16 brands that individually generate more than $1 billion per year in revenue out of a portfolio of approximately 200 brands. This portfolio includes global brands Budweiser, Corona and Stella Artois, international brands Beck’s, Hoegaarden and Leffe and local brands such as Bud Light, Skol, Brahma, Antarctica, Quilmes, Victoria, Modelo Especial, Michelob Ultra, Harbin, Sedrin, Klinskoye, Sibirskaya Korona, Chernigivske and Jupiler. (Click here to view AB InBev’s brands page.)
St. Louis-based Anheuser-Busch Cos. Inc. became a subsidiary of AB InBev in 2008. Brands include Bass Pale Ale, Bud Light, Busch Beer, Landshark Lager, Michelob, Natural Light, and Shock Top.
Click here for additional CSP Daily News coverage of the AB InBev and SABMiller negotiations.