SABMiller shareholders can be treated as two separate groups when they vote on the brewer’s £79bn (€91bn) takeover by Anheuser Busch InBev, a court in London has ruled, 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 a share in cash for general shareholders and a discounted cash-and-stock 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 sterling increased the value of the cash-and-stock offer above that of the cash offer.
AB InBev, maker of Budweiser and Stella Artois, 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 yesterday 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 Altria and Bevco have 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.
“I have jurisdiction to order a meeting of public shareholders to be summoned that does not include Altria and BevCo,” Justice Snowden told the court.
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.
SAB said more details about the implementation of the deal were expected to be published along with transaction documents on Friday. SAB’s shares were up 1.5% at one stage yesterday, while AB InBev’s stock was up 1%.
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