SABMiller has been informed by Anheuser-Busch InBev SA/NV ('AB InBev') that the European Commission has approved its recommended combination with SABMiller plc.
European Commission approval in Phase I of the EU merger review process is a significant milestone for the deal in keeping with AB InBev's ambition to secure the necessary regulatory approvals that will allow for closing in the second half of 2016.
To achieve European Commission approval at this stage and consistent with AB InBev's approach to proactively addressing potential regulatory considerations, AB InBev entered into an agreement for the sale of the Peroni, Grolsch and Meantime brands and their associated businesses in Italy, the Netherlands, UK and internationally (excluding certain US rights) to Asahi. The Commission has approved Asahi as the purchaser of these businesses today. AB InBev also proposed the sale of SABMiller's businesses in Central and Eastern Europe (Czech Republic, Slovakia, Hungary, Poland and Romania).
The Central and Eastern European businesses can be sold to one or two purchasers and can be completed after closing of AB InBev's proposed combination with SABMiller.
These divestments are conditional on the successful closing of the recommended combination of AB InBev with SABMiller, and in the case of the Central and Eastern European assets on the European Commission's approval of the purchaser(s) as suitable purchasers.
With the European Commission clearance, the recommended combination of AB InBev with SABMiller has been cleared in 14 jurisdictions. Clearance decisions (some of which are subject to conditions) have now been obtained: in Asia-Pacific: Australia (both antitrust and foreign investment), India and South Korea; in South America: Chile, Colombia, and Mexico; in Africa: Botswana, Kenya, Namibia, Swaziland and Zambia; and in Europe: the EU, Albania and Ukraine. Approval in Ecuador is subject to certain conditions.
In the remaining jurisdictions where regulatory clearance is still pending, AB InBev will continue to engage proactively with the relevant authorities to obtain the necessary clearances as quickly as possible.
Notes to editors:
SABMiller is in the beer and soft drinks business, bringing refreshment and sociability to millions of people all over the world who enjoy our drinks. The company does business in a way that improves livelihoods and helps build communities.
SABMiller is passionate about brewing and has a long tradition of craftsmanship, making superb beer from high quality natural ingredients. Our local beer experts brew more than 200 beers from which a range of special regional and global brands have been carefully selected and nurtured.
SABMiller is a FTSE-10 company, with shares trading on the London Stock Exchange, and a secondary listing on the Johannesburg Stock Exchange. The group employs around 69,000 people in more than 80 countries, from Australia to Zambia, Colombia to the Czech Republic, and South Africa to the USA. Every minute of every day, more than 140,000 bottles of SABMiller beer are sold around the world.
In the year ended 31 March 2016, SABMiller sold 331 million hectolitres of lager, soft drinks and other alcoholic beverages, generating group net producer revenue of US$24,149 million and EBITA of US$5,810 million.
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Disclosure requirements of the Takeover Code (the 'Code')
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities 3 of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
You may request a hard copy of this announcement by contacting SABMiller's company secretary on +44 (0) 1483 264000. You may also request that all future documents, announcements and information to be sent to you in relation to the offer should be in hard copy form.