S&C Advises Anheuser-Busch InBev SA/NV in Merger With SABMiller plcOctober 11, 2016
S&C advised Anheuser-Busch InBev SA/NV in its successful combination with SABMiller plc. The transaction was valued at approximately $123 billion, making it the largest-ever takeover of a British company and the third-largest acquisition in history. The combined entity has pro forma annual revenues of $55.5 billion, employs 200,000 people in 50 countries and produces approximately one in every four beers in the world.
The transaction was originally announced on November 11, 2015, and, following an increase in the consideration announced by AB InBev on July 26, 2016, AB InBev ultimately offered SABMiller shareholders a cash alternative of £45.00 per share and a partial share alternative for up to 326 million shares. In exchange for each SABMiller share, those electing the partial share alternative received a combination of shares and cash, predominantly consisting of unlisted restricted AB InBev shares that are locked-up for five years from closing, equivalent to a value of £51.14 per SABMiller share as of July 25. Shareholders of both AB InBev and SABMiller ultimately approved the transaction on September 28.
The transaction involved a number of significant regulatory clearance milestones, including:
- In May, AB InBev received clearance in the European Union, following AB InBev's agreement to sell the Peroni, Grolsch and Meantime brands and their associated businesses in various jurisdictions to Asahi, and conditioned upon the sale, post-closing, of SABMiller's businesses in Central and Eastern Europe. The disposal of the Peroni, Grolsch and Meantime brands closed on October 11.
- In June, AB InBev received approval from the Competition Tribunal of South Africa, following a package of public interest commitments AB InBev agreed with the South African Government, addressing employment, localization of production and inputs used in the production of beer and cider, empowerment in the company, long-term commitments to South Africa and participation of small beer brewers in the local market.
- In July, AB InBev received approval from the U.S. Department of Justice, conditioned upon AB InBev agreeing to divest SABMiller's U.S. interest in MillerCoors to Molson Coors, and entering into a consent decree whereby AB InBev agreed not acquire a distributor if doing so would result in more than 10 percent of its annual volume being distributed through wholly owned distributorships in the United States. The disposal closed on October 11.
- In July, AB InBev received conditional clearance in China. In March, AB InBev proactively agreed to sell SABMiller's 49 percent stake in China Resources Snow Breweries Ltd. (CR Snow) to China Resources Beer (Holdings) Co. Ltd, which already owned 51 percent of CR Snow. CR Snow is the largest brewer in China by sales volume. The disposal closed on October 11 for a consideration of $1.6 billion.
- S&C advised AB InBev prior to and throughout the course of the transaction, including in respect of: the agreement to sell SABMiller's interest in CR Snow described above; AB InBev's issuance of $46 billion senior, unsecured notes via an SEC-registered public offering, the second-largest corporate bond sale of all time; the preparation and filing of a Form F-4; obtaining SEC no-action relief from the U.S. tender offer rules for a one-day Belgian tender offer; numerous bondholder and lender consent solicitations; and the internal corporate reorganization of the combined group.
The S&C team that advised AB InBev over the course of the transaction was led by Messrs. White, Aquila and Veeraraghavan. Messrs. Creamer and Wang advised on tax matters.
The S&C team that advised AB InBev on the sale of the CR Snow interest was led by Mr. DeSombre, with valuable assistance provided by Messrs. Aquila and White.