Wrap Text
Anheuser-Busch InBev receives clearance in EU for proposed combination with SABMiller
SABMiller plc
JSEALPHA CODE: SAB
ISSUER CODE: SOSAB
ISIN CODE: GB0004835483
25 May 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Anheuser-Busch InBev receives clearance in EU for proposed combination
with SABMiller
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.
ENDS
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.
Enquiries
SABMiller plc
t: +44 20 7659 0100
Christina Mills Richard Farnsworth Gary Leibowitz
Director, Group Communications Group Media Relations Director,
and Reputation SABMiller plc Investor Engagement
SABMiller plc T +44 7734 776 317 SABMiller plc
T +44 20 7659 0105 T +44 20 7659 0119
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.
Publication on Website
A copy of this announcement will be made available on www.sabmiller.com by no later than 12 noon
(London time) on 25 May 2016.
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.
Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
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