AB InBev has bid £42.15 per share in cash, with a partial share alternative to take over the South African-based but London listed global brewer.
AB InBev states that it is surprised that the board of SABMiller, excluding the directors nominated by SABMiller’s largest shareholder, Altria Group, who dissented, continues to say that this proposal “still very substantially undervalues SABMiller”.
AB InBev says this lacks credibility because:
· The cash proposal represents a premium of approximately 44% to SABMiller’s closing share price of £29.34 on September 14 2015 (being the last business day prior to renewed speculation of an approach from AB InBev); and
· Altria Group Inc., which owns 27% of SABMiller and has three representatives on the board, has publicly stated that it supports our proposal and “urges SABMiller’s board to engage promptly and constructively with AB InBev to agree on the terms of a recommended offer”.
The board of SABMiller has referred to the conditional nature of the proposals, including significant regulatory hurdles in the US and China, “on which AB InBev has not yet provided comfort to SABMiller”.
AB InBev claims that together with its advisers, it has done significant work on regulatory matters and has identified solutions that provide a clear path to closing. AB InBev says it intends to work “proactively with regulators to resolve any concerns’. AB InBev says it has repeatedly offered to share this analysis with SABMiller and its advisers. Each time the SABMiller board has refused to engage.
Anheuser-Busch InBev CEO, Carlos Brito said: “Notwithstanding our good faith efforts, the board of SABMiller has refused to meaningfully engage with us. Our proposal creates significant value for everybody. How long will it be before shareholders see a value of over GBP 42 in the absence of an offer from AB InBev? If shareholders agree that we should be in proper discussions, they should voice their views and should not allow the Board of SABMiller to frustrate this process and let this opportunity slip away.”