>>> AB InBev shareholder says SABMiller tie-up not accretive at current price; p

AB InBev shareholder says SABMiller tie-up not accretive at current price; payouts could see SABMiller execs leave 
One of AB InBev’s top 50 shareholders said the Belgian brewing group’s planned takeover bid for UK-based rival SABMiller lacks a compelling logic, the Financial Times reported. Based on the current share price, such a deal would not be particularly accretive, the shareholder said, adding that returns would increase only slightly. The shareholder was quoted in a longer analytical report about the potential deal.

The newspaper cited an analyst who estimated that a tie-up with SABMiller could yield synergies of up to USD 2bn (EUR 1.75bn). Such a deal could give the enlarged group more purchasing power, the item added.

Separately, another analyst cited by the report said it is hard to see a way in which SABMiller could defend against AB InBev’s bid while adding significant shareholder value.

An article in The Times said SABMiller’s senior management could receive up to USD 1.8bn in options and shares to be sold or vested should the proposed takeover by AB InBev proceed. The report cited an analyst at Bernstein for the USD 1.8bn figure.

SABMiller CEO Alan Clark has shares and options worth close to GBP 70m, based on an assumed takeover price of GBP 39 per share, the item said, adding that further incentives could be triggered in the event of a takeover.

The Bernstein analyst said he thought that a takeover might also trigger payouts to second tier executives. The analyst argued that the executives who benefited from such payouts would be likely to leave the company.

SABMiller would not comment regarding the size of potential payouts, the article said. However, the report cited one unspecified source who said that many vested shares currently held by Clark and fellow SABMiller executives were exercised at strike prices reaching GBP 22.50p per share. Up to 1,700 people at SABMiller could benefit from the potential payouts, the source added.

AB InBev has yet to disclose terms of its proposed offer, but most analysts are estimating that a take-out price would be GBP 39 or GBP 40 per share, the article said. An offer at GBP 40 would value the merged group at up to USD 330bn (GBP 289bn) including debt, according to the report.

SABMiller's share price market capitalisation stood at GBP 58.56bn in early trading in London on Friday, 18 September, while AB InBev's market cap stood at EUR 161.87bn (GBP 118.57bn)