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Tue 13th Oct 2015 - AB InBev and SABMiller agree deal in principle
AB InBev and SABMiller agree deal in principle: The boards of AB InBev and SABMiller have reached agreement in principle on the key terms of a possible recommended offer to be made by AB InBev for the entire issued and to be issued share capital of SABMiller. Under the terms of the offer, SABMiller shareholders would be entitled to receive £44.00 per share in cash, with a partial share alternative available for approximately 41% of the SABMiller shares. The all-cash offer represents a premium of approximately 50% to SABMiller’s closing share price of £29.34 on 14 September 2015 (being the last business day prior to renewed speculation of an approach from AB InBev). The PSA consists of 0.483969 unlisted shares and £3.7788 in cash for each SABMiller share, equivalent to a value of GBP £39.03 per SABMiller share on 12 October 2015, representing a premium of approximately 33% to the closing SABMiller share price of £29.34 as of 14 September 2015. In addition, under the Possible Offer, SABMiller shareholders would be entitled to any dividends declared or paid by SABMiller in the ordinary course in respect of any completed six-month period ended 30 September or 31 March prior to completion of the possible transaction, which shall not exceed $0.2825 per share for the period ended 30 September 2015 and a further $0.9375 per share for the period ended 31 March 2016 (totalling $1.22 per share) and shall not exceed an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which shall be disclosed in any announcement of a firm intention to make an offer). The Board of SABMiller has indicated to AB InBev that it would be prepared unanimously to recommend the all-cash offer of £44.00 per SABMiller share to SABMiller shareholders, subject to their fiduciary duties and satisfactory resolution of the other terms and conditions of the Possible Offer. In connection with the Possible Offer, AB InBev would agree to a “best efforts” commitment to obtain any regulatory clearances required to proceed to closing of the transaction. In addition, AB InBev would agree to a reverse break fee of $3 billion payable to SABMiller in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances or the approval of AB InBev shareholders. An extension to the bid deadline of 14 October has been requested to allow the two parties to continue their negotiations. 


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