Wrap Text
Agreement in principle and extension of PUSU deadline
SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of
14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for
trading on a regulated market.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
13 October 2015
SABMiller plc ("SABMiller") and Anheuser-Busch InBev SA/NV (“AB InBev”)
Agreement in principle and extension of PUSU deadline
The Boards of AB InBev (Euronext: ABI) (NYSE: BUD) and SABMiller (LSE: SAB) (JSE: SAB)
announce that they have reached agreement in principle on the key terms of a possible
recommended offer to be made by AB InBev for the entire issued and to be issued share capital of
SABMiller (the “Possible Offer”).
Terms of Possible Offer
Under the terms of the Possible Offer, SABMiller shareholders would be entitled to receive GBP
44.00 per share in cash, with a partial share alternative (“PSA”) 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 GBP 29.34 on 14 September 2015 (being the last business day prior to renewed speculation of
an approach from AB InBev).
The PSA consists of 0.483969 unlisted shares and GBP 3.7788 in cash for each SABMiller share,
equivalent to a value of GBP 39.03 per SABMiller share on 12 October 2015, representing a
premium of approximately 33% to the closing SABMiller share price of GBP 29.34 as of 14
September 2015. Further details of the PSA are set out below.
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 30 September or 31 March prior to completion of the possible transaction, which shall not
exceed USD 0.2825 per share for the period ended 30 September 2015 and a further USD 0.9375
per share for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed
an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which
shall be disclosed in any announcement of a firm intention to make an offer).
The Board of SABMiller has indicated to AB InBev that it would be prepared unanimously to
recommend the all-cash offer of GBP 44.00 per SABMiller share to SABMiller shareholders,
subject to their fiduciary duties and satisfactory resolution of the other terms and conditions of the
Possible Offer.
Antitrust and reverse break fee
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 USD 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.
Pre-conditions
The announcement of a formal transaction would be subject to the following matters:
a) unanimous recommendation by the Board of SABMiller in respect of the all-cash offer, and
the execution of irrevocable undertakings to vote in favour of the transaction from
members of the SABMiller Board, in a form acceptable to AB InBev;
b) the execution of irrevocable undertakings to vote in favour of the transaction and to elect
for the PSA from SABMiller’s two major shareholders, Altria Group, Inc. and BevCo Ltd., in
each case in respect of all of their shareholding and in a form acceptable to AB InBev and
SABMiller;
c) the execution of irrevocable undertakings to vote in favour of the transaction from AB
InBev’s largest shareholders, the Stichting Anheuser-Busch InBev, EPS Participations
SaRL and BRC SaRL in a form acceptable to AB InBev and SABMiller;
d) satisfactory completion of customary due diligence; and
e) final approval by the Board of AB InBev.
The Board of AB InBev fully supports the terms of this Possible Offer and expects (subject to the
matters above) to give its formal approval immediately prior to announcement.
AB InBev reserves the right to waive in whole or in part any of the pre-conditions to making an
offer set out in this announcement, other than c) above which will not be waived.
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.
In view of the timetable for obtaining some of these approvals, AB InBev envisages proceeding by
way of a pre-conditional scheme of arrangement in accordance with the Code.
The cash consideration under the transaction would be financed through a combination of AB
InBev’s internal financial resources and new third party debt.
Further details of the PSA
The PSA comprises up to 326 million shares, which will be available for approximately 41% of the
SABMiller shares. These shares would take the form of a separate class of AB InBev shares (the
“Restricted Shares”)(note 1) , with the following characteristics:
- Unlisted and not admitted to trading on any stock exchange;
- Subject to a five-year lock-up from closing;
- Convertible into AB InBev ordinary shares on a one for one basis after the end of that five
year period;
- Ranking equally with AB InBev ordinary shares with regards to dividends and voting rights;
and
- Director nomination rights.
SABMiller shareholders who elect for the partial share alternative will receive 0.483969 Restricted
Shares (note 2) and GBP 3.7788 in cash for each SABMiller share.
Notes
(1)The Possible Offer will involve the formation of a new combined company (“NewCo”) expected to be
incorporated in Belgium, which would acquire 100% of AB InBev. AB InBev shareholders would receive one
NewCo ordinary share for each AB InBev share. References to the Restricted Shares and ordinary shares
arising upon conversion are references to shares in NewCo. References to AB InBev shall be construed
accordingly, where appropriate
2)In the event that elections under the partial share alternative are received for more than 326 million Restricted Shares
then such elections will be reduced on a pro rata basis.
Extension of the PUSU deadline
In accordance with Rule 2.6(a) of the Code, AB InBev was required, by not later than 5.00 pm on
14 October 2015, to either announce a firm intention to make an offer for SABMiller in accordance
with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in
which case the announcement will be treated as a statement to which Rule 2.8 of the Code
applies.
In accordance with Rule 2.6(c) of the Code, the Board of SABMiller has requested that the Panel
on Takeovers and Mergers (the "Panel") extends the relevant deadline, as referred to above, to
enable the parties to continue their talks regarding the Possible Offer. In the light of this request,
an extension has been granted by the Panel and AB InBev must, by not later than 5.00 pm on 28
October 2015, either announce a firm intention to make an offer for SABMiller in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which
case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the
Code.
AB InBev reserves the following rights:
a) to introduce other forms of consideration and/or to vary the composition of consideration;
b) to implement the transaction through or together with a subsidiary of AB InBev or NewCo
or a company which will become a subsidiary of AB InBev or NewCo;
c) to make an offer (including the all-cash offer and PSA) for SABMiller at any time on less
favourable terms:
(i) with the agreement or recommendation of the Board of SABMiller;
(ii) if a third party announces a firm intention to make an offer for SABMiller on less
favourable terms; or
(iii) following the announcement by SABMiller of a whitewash transaction pursuant to
the Code; and
d) to reduce its offer (including the all-cash offer and PSA) by the amount of any dividend that
is announced, declared, made or paid by SABMiller prior to completion, save for ordinary
course dividends declared or paid prior to completion, which shall not exceed USD 0.2825
per share for the period ended 30 September 2015 and a further USD 0.9375 per share
for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed
an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter
(which shall be disclosed in any announcement of a firm intention to make an offer).
The announcement does not constitute an offer or impose any obligation on AB InBev to make an
offer, nor does it evidence a firm intention to make an offer within the meaning of the Code. There
can be no certainty that a formal offer will be made.
A further announcement will be made when appropriate.
Enquiries
SABMiller plc +44 (0) 20 7659 0100
Christina Mills, Director, Group Communications +44 (0) 20 7659 0105
+44 (0) 7825 275605
Gary Leibowitz, Director, Investor Relations +44 (0) 7717 428540
Richard Farnsworth, Group Media Relations +44 (0) 7734 776317
Robey Warshaw +44 (0) 20 7317 3900
Simon Robey
Simon Warshaw
J.P. Morgan Cazenove +44 (0) 20 7777 2000
John Muncey
Dwayne Lysaght
Morgan Stanley +44 (0) 20 7425 8000
Henry Stewart
Paul Baker
Goldman Sachs +44 (0) 20 7774 1000
Gilberto Pozzi
Mark Sorrell
Finsbury +44 (0) 20 7251 3801
Faeth Birch
James Murgatroyd
Anheuser-Busch InBev SA/NV
Marianne Amssoms +1 212 573 9281
Graham Staley +1 212 573 4365
Karen Couck +1 212 573 9283
Kathleen Van Boxelaer +32 (0) 16 27 68 23
Christina Caspersen +1 212 573 4376
Heiko Vulsieck +32 (0) 16 27 68 88
Lazard – Financial Adviser +44 (0) 20 7187 2000
William Rucker
Charlie Foreman
Deutsche Bank – Corporate Broker +44 (0) 20 7545 8000
Ben Lawrence
Simon Hollingsworth
Brunswick Group
Steve Lipin +1 212 333 3810
Richard Jacques +44 (0) 20 7404 5959
Linklaters LLP and Hogan Lovells International LLP are retained legal advisers to SABMiller.
Freshfields Bruckhaus Deringer LLP and Cravath, Swaine & Moore are retained as legal advisers
to AB InBev.
Important notices relating to financial advisers
Robey Warshaw LLP (“Robey Warshaw”), which is authorised and regulated by the Financial
Conduct Authority, is acting as joint financial adviser to SABMiller and no one else in connection
with the contents of this announcement and will not be responsible to anyone other than SABMiller
for providing the protections afforded to its clients or for providing advice in connection with the
contents of this announcement or any matter referred to in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan
Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser exclusively
for SABMiller and no one else in connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the matters in this announcement and will not
be responsible to anyone other than SABMiller for providing the protections afforded to clients of
J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as joint financial adviser to SABMiller and no one else in
connection with the matters set out in this announcement. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice in relation to the contents
of this announcement or any other matter referred to herein.
Goldman Sachs International (“Goldman Sachs”), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority
in the United Kingdom, is acting exclusively for SABMiller and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone other than
SABMiller for providing the protections afforded to clients of Goldman Sachs, or for providing
advice in connection with the contents of this announcement or any other matter referred to herein.
Lazard is acting exclusively as financial adviser to AB InBev and for no one else in connection with
the matters described in this announcement and is not, and will not be, responsible to anyone
other than AB InBev for providing the protections afforded to clients of Lazard, or for providing
advice in connection with the matters described in this announcement. For these purposes
"Lazard" means Lazard Frères & Co. LLC and Lazard & Co., Limited. Lazard & Co., Limited is
authorised and regulated in the United Kingdom by the Financial Conduct Authority. Neither
Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person
who is not a client of Lazard in connection with this announcement or the matters described in this
announcement.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European
Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's Federal Financial
Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential
Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation
and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct
Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm
Deutsche Bank AG, acting through its London branch ("DB"), is acting as corporate broker to AB
InBev and no other person in connection with this announcement or its contents. DB will not be
responsible to any person other than AB InBev for providing any of the protections afforded to
clients of DB, nor for providing any advice in relation to any matter referred to herein. Without
limiting a person's liability for fraud, neither DB nor any of its subsidiary undertakings, branches or
affiliates nor any of its or their respective directors, officers, representatives, employees, advisers
or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of
DB in connection with this announcement, any statement contained herein or otherwise.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities exchange offeror is
first identified. An Opening Position Disclosure must contain details of the person’s interests and
short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person
to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if appropriate, by no later than
3.30 pm (London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in the relevant securities
of the offeree company or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any
class of relevant securities of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table
on the Takeover Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and when any offeror
was first identified. If you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance
Unit on +44 (0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available on www.sabmiller.com by no later than 12
noon (London time) on 14 October 2015.
You may request a hard copy of this announcement by contacting SABMiller’s company secretary
on +44 (0) 1483 264000. You may also request that all future documents, announcements and
information to be sent to you in relation to the offer should be in hard copy form.
Further information, including all documents related to the proposed transaction can be found at
www.globalbrewer.com.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
Bases of calculation
The value of the PSA equivalent to GBP 39.03 per SABMiller share has been calculated by
reference to:
- the exchange ratio of 0.483969 shares in AB InBev for every SABMiller share as per the
Possible Offer;
- AB InBev’s closing share price of EUR 98.35 on 12 October 2015;
- the EUR/GBP exchange rate of 1.35010, which was derived from data provided by
Bloomberg as at 4.30pm BST on 12 October 2015; and
- the cash element of GBP 3.7788 per SABMiller share as per the Possible Offer.
Forward Looking Statements
This press release contains “forward-looking statements”. These statements are based on the
current expectations and views of future events and developments of the management of AB
InBev and are naturally subject to uncertainty and changes in circumstances. The forward-looking
statements contained in this release include statements relating to AB InBev’s proposal to the
Board of SABMiller, and other statements other than historical facts. Forward-looking statements
include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”,
“expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees” and words of similar import. All
statements other than statements of historical facts are forward-looking statements. You should
not place undue reliance on these forward-looking statements, which reflect the current views of
the management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and
SABMiller and are dependent on many factors, some of which are outside of AB InBev’s control.
There are important factors, risks and uncertainties that could cause actual outcomes and results
to be materially different, including that there can be no certainty that the approach in respect of
the proposed transaction described herein will result in an offer or agreement, or as to the terms of
any such agreement, and the risks relating to AB InBev described under Item 3.D of its Annual
Report on Form 20-F (“Form 20-F”) filed with the US Securities and Exchange Commission
(“SEC”) on 24 March 2015. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
The forward-looking statements should be read in conjunction with the other cautionary statements
that are included elsewhere, including AB InBev’s most recent Form 20-F, reports furnished on
Form 6-K, and any other documents that AB InBev or SABMiller have made public. Any forward-
looking statements made in this communication are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by
AB InBev will be realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, AB InBev or its business or operations. Except as required by law,
AB InBev undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Future SEC Filings and This Filing: Important Information
In the event that AB InBev and SABMiller enter into a transaction, AB InBev or NewCo may be
required to file relevant materials with the SEC. Such documents, however, are not currently
available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE
POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such
filings without charge, at the SEC’s website (http://www.sec.gov) once such documents are filed
with the SEC. Copies of such documents may also be obtained from AB InBev, without charge,
once they are filed with the SEC.
Notice to US investors
If AB InBev made an offer for SABMiller, then US holders of SABMiller shares should note that the
steps of any transaction requiring approval by SABMiller shareholders may be implemented under
a UK scheme of arrangement provided for under English company law. If so, it is expected that
any shares to be issued under the transaction to SABMiller shareholders would be issued in
reliance upon the exemption from the registration requirements of the US Securities Act of 1933,
provided by Section 3(a)(10) thereof and would be subject to UK disclosure requirements (which
are different from those of the United States). The transaction may instead be implemented by way
of a takeover offer under English law. If so, any securities to be issued under the transaction to
SABMiller shareholders will be registered under the US Securities Act, absent an applicable
exemption from registration. If the transaction is implemented by way of UK takeover offer, it will
be done in compliance with the applicable rules under the US Exchange Act of 1934, including any
applicable exemptions provided under Rule 14d-1(d) thereunder.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
JSE sponsor to SABMiller: J.P. Morgan Equities South Africa (Pty) Ltd
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