Boards of Anheuser-Busch InBev and SABMiller announced that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of SABMiller by AB InBev.
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The Transaction will be implemented by means of the acquisition of SABMiller by Newco, a Belgian company to be formed for the purposes of the transaction. AB InBev will also merge into Newco so that, following completion of the Transaction, Newco will be the new holding company for the Combined Group.
Pursuant to the terms of the Transaction, each SABMiller Shareholder will be entitled to receive for each SABMiller share £44 in cash.
The cash consideration represents a premium of approximately 50% to SABMiller’s closing share price of £29.34 on 14 September 2015 (being the last Business Day prior to renewed speculation of an approach from AB InBev); and a premium of approximately 36% to SABMiller’s three month volume weighted average share price of £32.31 to 14 September 2015.
The transaction will also include a partial share alternative under which SABMiller shareholders can elect to receive for each SABMiller share £3.7788 in cash and 0.483969 restricted shares.
The transaction values SABMiller’s entire issued and to be issued share capital at approximately £71 billion ($107,55 billion), as at November 10, 2015.
Molson Coors Brewing Company has entered into a definitive agreement with Anheuser-Busch InBev to purchase SABMiller plc’s 58% stake in MillerCoors, the joint venture formed in the United States by SABMiller and Molson Coors in 2008.
Molson Coors currently owns 42% of MillerCoors. Under the agreement, Molson Coors will also acquire full ownership of the Miller brand portfolio outside of the U.S. and retain the rights to all of the brands currently in the MillerCoors portfolio for the US market, including Redd’s and import brands such as Peroni and Pilsner Urquell.
The transaction is valued at $12 billion, and is conditioned upon the closing of AB InBev’s acquisition of SABMiller, which is expected in the second half of 2016. ■