Megabrew: SABMiller prepares for High Court ruling on split AB InBev takeover vote

 
Francesca Washtell
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AB InBev, the world's largest brewer, announced its takeover bid for SABMiller last year (Source: Getty)

The next stage of the megabrew deal deal will be determined by a High Court decision tomorrow on whether SABMiller can hold two shareholder votes on its takeover by Anheuser-Busch InBev (AB InBev).


SABMiller proposed its two major investors, Colombia's Santo Domingo family and cigarette maker Altria, be treated as a separate class of shareholders last month when it accepted an enhanced deal from AB InBev, which is now valued at £79bn.

If the High Court accepts SABMiller's proposal, public investors will vote separately from the two major shareholders on the increased offer, which AB InBev topped up from £44 per share to £45 per share.

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SABMiller chairman Jan du Plessis has described the final cash offer "to be at the lower end of the range of values considered recommendable", but the British drinks giant's board recommended its investors "unanimously vote in favour" of the deal nonetheless.


The dual votes would reflect the split structure of the offer, in which investors can opt for an all-cash or joint cash-and-stock option.

Although the cash-and-stock option is available to all shareholders, the AB InBev shares on offer cannot be sold for five years and means most investors must opt for the all-cash option instead.

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AB InBev upped the all-cash deal after SABMiller faced frustration from disgruntled activist investors, who were unhappy that the cash-and-stock deal was far more lucrative - at around £50 per share - after the referendum in June.

If the court allows for two separate vote, SABMiller will require 85 per cent or more of all voted shares to approve the deal, broker Stifel told the Sunday Times, though the usual threshold is lower at 75 per cent.

Investors such as Aberdeen Asset Management and Swiss fund Vontobel are set to reject the increased cash offer, the Sunday Times reported.

AB InBev and SABMiller expect the tie-up to complete on 10 October if shareholders give the deal a green light.

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