SABMiller Board Recommends AB InBev's Revised Offer

(RTTNews) - SABMiller (BMRY.PK, SAB.L) said Friday that its board has recommended its shareholders to approve Anheuser-Busch InBev NV or AB InBev's (BUD, AHBIF.PK) revised and final offer of 45 pounds per share.

SABMiller Chairman, Jan du Plessis, said, "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."

Jan du Plessis, said "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.

SABMiller said that its 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 Revised Offer comprises an all-cash offer of 45.00 pounds per share and a partial share alternative"or PSA, available for approximately 41% of the SABMiller shares, consisting of 0.483969 unlisted shares and 4.6588 pounds 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."

"We are cognisant that the PSA initially stood at a discount to the Cash Consideration, but recent events have resulted in it now standing at a headline premium, before any illiquidity discount. Amongst other reasons, that is why we intend to ask the UK Court to treat Altria and BEVCO as a separate class of shareholders," Plessis said.

"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,"Plessis said.