SABMiller share price: Group updates on AB InBev offer

SABMiller (LON:SAB) has this morning updated investors on its possible tie-up with AB InBev.

On 13 October 2015, SABMiller and AB InBev announced that they had 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 (the “Possible Offer”).

Under the terms of the Possible Offer, SABMiller shareholders would be entitled to receive GBP 44.00 per share in cash, with a partial share alternative (“PSA”) available for approximately 41% of the SABMiller shares, comprising 0.483969 unlisted shares and GBP 3.7788 in cash for each SABMiller share.

In addition, under the Possible Offer, SABMiller shareholders would be entitled to any dividends declared or paid by SABMiller in the ordinary course prior to completion of the possible transaction, on the basis set out in the announcement on 13 October 2015 and to be set out in more detail in any announcement of a firm intention to make an offer.

At the time of the announcement, the Board of SABMiller indicated to AB InBev that it would be prepared unanimously to recommend the all-cash offer of GBP 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.

AB InBev has now completed its confirmatory due diligence review of SABMiller and reconfirmed the financial and other terms of the Possible Offer. AB InBev has also confirmed that facilities which will allow AB InBev to provide certain funds in support of the cash components of the Possible Offer have been negotiated and can be executed at short notice.

In order to allow SABMiller and AB InBev to continue their discussions with respect to other aspects of the transaction (as referred to in the announcement on 13 October 2015), the Board of SABMiller has requested the Panel on Takeovers and Mergers (the “Panel”) to extend the relevant PUSU deadline until 5.00pm on 4 November 2015.

Further extension of the PUSU deadline

In accordance with Rule 2.6(a) of the Code, AB InBev was required, by not later than 5.00 pm on 28 October 2015, to either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

In accordance with Rule 2.6(c) of the Code, the Board of SABMiller has requested that the Panel extends the relevant deadline, as referred to above. In the light of this request, an extension has been granted by the Panel and AB InBev must, by not later than 5.00 pm on 4 November 2015, either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.