SABMiller shareholders can be split into two classes
LONDON — SABMiller shareholders can be treated as two separate groups when they vote on the brewer’s £79 billion ($103 billion) takeover by Anheuser Busch InBev, a court in London ruled on Tuesday, granting a request from SAB aimed at making the vote as fair as possible.
The marriage of the world’s largest beer makers was agreed last year with an offer of £44 per share in cash for general shareholders and a discounted cash-andstock offer aimed at the largest two — Altria Group and Bevco — to help them avoid large tax bills.
The agreement grew contentious this summer after a fall in the British currency increased the value of the cash-and-stock offer above that of the cash offer. AB InBev sweetened its offer in July after several shareholders, including activist hedge funds, pressured SABMiller to seek a new deal.
Both brewers’ boards have recommended AB InBev’s “final” offer, and SAB requested that Altria and Bevco — which have already signalled their support — be treated as a separate class.
Justice Richard Snowden said on Tuesday it was an understandable request since it lowered the risk of delays or challenges from dissenting shareholders who might have challenged the vote as unfair given that Altria and Bevco has agreed to a different offer arrangement.
With the judge’s ruling, the deal will require 75% approval by SAB shareholders, excluding Altria and Bevco, which together control about 40% of the shares.
Altria and Bevco, a vehicle of Colombia’s Santo Domingo family, will therefore give their support separately, SABMiller and AB InBev said.
Prominent investor Aberdeen Asset Management had voiced opposition to the revised offer, saying it still undervalued the brewer of beers including Castle Lager, which has a strong presence in fast-growing markets of Latin America and Africa.
There are planned meetings of shareholders of each company on Sept. 28. If approved, the deal is expected to close on Oct. 10.
The new entity will be almost wholly controlled by executives from AB InBev, maker of beers including Budweiser and Stella Artois. —