SABMiller plc confirms Board recommendation of AB InBev (BUD) revised and final offer
- The Board of SABMiller has now met formally to consider the revised and final offer for the entire issued and to be issued share capital of SABMiller as announced by Anheuser-Busch InBev SA/NV ("AB InBev") on 26 July 2016 (the "Revised Offer"). The Revised Offer comprises an all-cash offer of GBP 45.00 per share (the "Cash Consideration") and a partial share alternative (the "PSA"), available for approximately 41% of the SABMiller shares, consisting of 0.483969 unlisted shares and GBP 4.6588 in cash for each SABMiller share. SABMiller shareholders on the register on 5 August 2016 will also receive and retain the final dividend in respect of the financial year ended 31 March 2016 of US 93.75 cents per share to be paid on 12 August 2016. The SABMiller Board intends to recommend unanimously the Cash Consideration and that SABMiller Shareholders vote in favour of the UK Scheme at the UK Scheme Court Meeting and in favour of the SABMiller Resolutions to be proposed at the SABMiller General Meeting. The SABMiller Board also unanimously concluded that it intends to propose to the UK Court that Altria and BEVCO be treated as a separate class of shareholders and therefore to allow other SABMiller shareholders to vote on the Revised Offer separately.
- "The Board's decision was difficult given changes in circumstances since the Board originally recommended £44 per share in cash last November. At that time we were satisfied that the 50% premium to the undisturbed share price appropriately reflected the quality of the business and its long term prospects. "Since then, various factors have affected the value of the offer, most importantly the impact of the Brexit vote on the value of Sterling and the re-rating of comparable companies. This has made the Board's decision more challenging, and we believe the final cash consideration of £45 per share to be at the lower end of the range of values considered recommendable....Now that the regulatory pre-conditions are satisfied, the Board and management will continue to work constructively with AB InBev to bring about successful completion of the transaction as soon as practicable".
