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Anheuser-Busch InBev acquisition of SABMiller
5. Growth Platform
The merged entity emerged with an industry-leading position, providing a robust
platform for continued expansion through the acquisition of attractive brands and
businesses across various geographies. This growth strategy aligned with the shifting
dynamics of the beer industry, emphasizing the importance of global scale and presence.
V. Merger Process
1. Valuation and Deal Structure
The merger negotiations involved multiple offers, with AB InBev persistently pursuing
SABMiller before an agreement was reached at £44 per share, representing a significant
50% premium. The total deal value amounted to a staggering $107 billion, a testament
to the scale and strategic importance of the transaction. The financing of the deal
involved a combination of debt and a partial share acquisition structure.
The partial share alternative's (PSA) cash component was increased to £3.7788 (a 33%
premium), a likely decisive factor in gaining approval from the Santo Domingo Family.
SABMiller's Board declared it would recommend the offer to shareholders pending AB
InBev's regulatory approval commitment. AB InBev agreed to a $3 billion reverse break
fee if the deal failed due to regulatory or shareholder approval. The acquisition would
occur through a new company incorporated in Belgium, which would serve as the
holding company after AB InBev's merger (refer to Exhibit 4 for Post Completion
Corporate Structure). The takeover was officially launched on November 11th with AB
InBev securing a $12 billion spin-off and $75 billion in bridge financing.
The Transaction Values SABMiller’s entire issued and to be issued share capital at
approximately £71.4 billion ($107.9 billion), consisting of:
£44.0 bn ($66.5 bn) for the Cash Offer
£2.5 bn ($3.7 bn) for the cash portion of the PSA, and
£24.9 bn ($37.7 bn) for the shares portion of the PSA
Offer per SABMiller Share Transaction Equity Value Total
Value
SABMiller Fully Restricted Cash Restricted Cash
Diluted Shares Shares Consideration Shares Consideratio
Outstanding n
Assumed Cash 999,630,463 - £44.00 - £44.0 bn £44.0 bn
Offer election
PSA (Altria and 655,000,000 0.483969 £3.7788 £24.90 bn £2.5 bn £27.4 bn
BEVCO)
Total 1,654,630,463 £24.90 bn £46.5 bn £71.4 bn
Est. proceeds from (£0.6 bn)
Options/SARs
Net Transaction £45.8 bn
Cash
Consideration
Shareholding figures and Exchange Rate (GBP:USD 1.5110) figures based on November
10, 2015.
Exhibit 4: Post Completion Corporate Structure
Source: AB InBev
Following the Belgian Merger, the erstwhile Anheuser-Busch InBev SA/NV (the "former
AB InBev") merged into Newbelco, with Newbelco assuming the role of the holding
company for the amalgamated former AB InBev and SABMiller groups. All assets
and liabilities of the former AB InBev were transferred to Newbelco, and, in accordance
with Belgian law, Newbelco automatically took on the rights and obligations of the
former AB InBev. Subsequently, Newbelco underwent a name change to Anheuser-
Busch InBev, while the former AB InBev was dissolved in compliance with Belgian legal
processes.
2. Due Diligence
AB InBev's approach to the merger involved a meticulous due diligence process,
wherein a detailed review of SABMiller's operations, finances, and outlook was
conducted. This process was integral to assessing potential cost and revenue synergies,
providing a comprehensive understanding of the combined entity's future prospects.
3. Negotiations
The saga began on September 16th, 2015, when SABMiller issued a press release
acknowledging an approach by AB InBev regarding a potential acquisition. Although no
formal proposal had been received, AB InBev, as per British legislation, had until
October 14th, 2015, to submit a formal offer.
Tactics used by AB InBev
Anheuser-Busch InBev employed a dual strategy, incorporating both distributive and
integrative approaches tailored to specific stakeholders. The key players in this
negotiation included SABMiller, major shareholders Altria and Bevco, and regulatory
bodies in the United States and China, where overlapping assets were present.
AB InBev initiated discussions with SABMiller using a distributive style, offering a
buyout at just over £38 per share, a figure contested by SABMiller as undervaluing their
strategic global position, with shares trading at £29.34. Despite subsequent revisions,
including an offer of £42.15 per share in cash with a PSA, SABMiller consistently
rejected the proposals, citing undervaluation and regulatory concerns. Negotiations
behind the scenes included discussions with the Santo Domingo Family. Heated
negotiations ensued, marked by a series of offers over a two-week period, culminating
in a formal acceptance on October 13th. Both companies announced an agreement in
principle for a cash offer at £44 per share (a 50% premium) and a PSA, totalling
approximately $107 billion.
A competing/forcing style was evident as AB InBev asserted that their initial offer,
44% higher than SABMiller's pre-buyout share price, warranted acceptance. Publicized
negotiations included media rhetoric aimed at pressuring SABMiller, emphasizing the
potential difficulties of achieving the offered cash price independently.
An integrative style was employed by AB InBev to address concerns of major
shareholders, Altria and Bevco. Offering a cash discount with a 5-year lockup deal, AB
InBev alleviated capital gains tax burdens, ensuring continued dividends, voting rights,
and director nomination rights, along with additional stock options.
Focusing on the South African market, AB InBev adopted an integrative problem-
solving approach to address national interests and potential job losses. With
commitments to job preservation and plans to list on the Johannesburg Stock Exchange,
AB InBev aimed to alleviate concerns about economic impact and job security in South
Africa.
In response to shareholder concerns, AB InBev increased its offer multiple times before
a formal agreement was ultimately reached. This demonstrated the determination to
address concerns and ensure a mutually beneficial deal.
Tactics used by SABMiller
In the dynamic negotiation process, SABMiller initially assumed a powerful stance
despite AB InBev's quantitative dominance as the world's largest brewer. Subsequently,
a mix of competitive and accommodating strategies emerged as both companies
sought to align with their valuation objectives. Ultimately, integrative strategies
prevailed, evident in the actions of all major players—SABMiller, its shareholders, and
AB InBev.
Asserting their perceived strength, SABMiller played dual roles as competitors and
compromisers during the negotiation process. Rejecting four consecutive proposals,
SABMiller, prioritizing shareholder interests, held out for a desired package offer.
Despite AB InBev's initial offer of £40 per share, SABMiller deemed it undervalued,
citing reasons such as their extensive market presence and promising standalone
projections. Adopting a potential lose-lose compromising style, SABMiller conceded to
offer a profitable market slice if AB InBev increased the premium. This strategy
persisted until the eventual agreement at £44 per share in October.
With the fundamental elements decided, SABMiller faced additional contractual
decisions. Subsequently, SABMiller set a firm bottom line and, in response to AB InBev's
extension request beyond the original October 14th deadline, boldly established a "put-
up-or-shut-up deadline" for October 28. Asserting the need for a definitive and final
offer, SABMiller introduced a defined bottom line and employed a competitive
ultimatum tactic.
AB InBev and SABMiller strategically engaged key shareholders, embracing current
liabilities for a mutually beneficial global market expansion. Through creative
collaboration, they aspired to form the world's first truly global beer company. Both
companies expressed excitement about Africa's continued significance and a joint
commitment to global betterment through partnerships with sustainable-living
stakeholders, recognizing substantial synergy opportunities.
4. Financing the Deal
On November 11th, AB InBev disclosed the financing details for the deal, marking it as
the largest commercial loan in history. Unlike typical practices, AB InBev organized the
$75 billion syndicated loan itself, reducing borrowing costs by minimizing lender fees.
The syndicate comprised 21 banks, including AB InBev's main banks: Banco Santander,
Bank of America Merrill Lynch, Bank of Tokyo-Mitsubishi UFJ, Barclays, BNP Paribas,
and Deutsche Bank.
The loan was structured into five tranches, featuring a 3-year term $25 billion loan with
a 1-year extension option, a 5-year term $10 billion loan, a $10 billion one-year
disposals bridge facility, a $15 billion 1-year bridge to cash/DCM facility, and a $15
billion 1-year bridge to cash/DCM facility with a 1-year extension option. The weighted
average cost of funding across the tranches was LIBOR + 110bp based on the initial
starting margin.
Proceeds from the sale of SABMiller's interests in MillerCoors were allocated to repay
and cancel the Disposals Bridge Facility and the Bridge to Cash/DCM Facility A and B.
Any remaining amount was to be repaid by raising funds in the debt markets. AB InBev
emphasized its long-term target capital structure, aiming for a net debt to EBITDA ratio
of 2x.
In January 2016, AB InBev commenced a $46 billion bond issuance, the second-largest
in corporate debt sale history. The bonds, offered in six tranches with maturities ranging
from 3 to 30 years, attracted significant demand, exceeding $110 billion, with about
80% allocated to US accounts. The bond's special covenant required AB InBev to redeem
outstanding notes if the SABMiller acquisition didn't proceed. The successful bond
issuance allowed AB InBev to repay $42.5 billion of the loan by January 28th, providing
relief to banks and costing the company $725 million in fees.
The overall deal expenses, including fees to investment banks, consulting firms, law
firms, PR firms, and accounting firms, totalled more than $1.4 billion. Molson Coors
secured debt financing from Citigroup, Bank of America Merrill Lynch, and UBS for the
acquisition of Miller's, while Lazard and Deutsche Bank advised AB InBev in the Asahi
deal.
5. Regulatory Approvals
The AB InBev-SABMiller merger faced significant challenges in navigating regulatory
hurdles, particularly concerning antitrust issues. The combined global market share
was estimated at 30%, positioning the merged entity as the first truly global beer
company. To address concerns in key markets, strategic divestitures and partnerships
were pursued.
In the United States, where the combined market share exceeded 70%, SABMiller sold
its interests in MillerCoors to Molson Coors for around $12 billion to alleviate antitrust
concerns. Craft beer brewers expressed apprehensions about potential restrictions on
distribution channels, urging regulatory authorities to mandate divestitures and
changes in conduct.
SABMiller's sale of its stake in China's Snow beer company to China Resources Beer
Holdings Co. for $1.6 billion reflected AB InBev's commitment to overcoming regulatory
obstacles. Similarly, in Europe, Asahi acquired rights to Peroni, Grolsch, and Meantime
from SABMiller for approximately $2.9 billion. However, this sale was contingent on the
merger's completion.
In Australia, the Australian Competition and Consumer Commission (ACCC) scrutinized
the licensing deal for Corona, a key concern given its 5% market share in the country.
The impact of the merger on Australia's beer distribution landscape was also under
investigation.
In Africa, where AB InBev had a limited presence, SABMiller held a commanding 34%
market share. Regulatory scrutiny in South Africa, where the process was expected to
last up to 18 months, focused on the deal's impact on "public interest," particularly
employment. Opposition from the Congress of South African Trade Union highlighted
concerns about potential job losses based on AB InBev's historical workforce reduction
practices post-acquisition.
The AB InBev-SABMiller merger appeared strategically focused on emerging markets,
leveraging SABMiller's established footprint in Africa. The regulatory process, especially
in South Africa, reflected a unique consideration of the deal's impact on public interest,
emphasizing employment concerns in a country with a significant unemployment rate
5. Timeline
September 2015: AB InBev privately approaches SABMiller Board with an
acquisition offer.
October 2015: Multiple revised bids are made public before a formal agreement
is announced on October 13.
November 2015: AB InBev secures financing and initiates the regulatory
process.
July 2016: Shareholder and regulatory clearance received in South Africa.
October 2016: The last regulatory clearance from United States Department of
Justice is received, and the transaction successfully closes.
Source: Bloomberg
5-year
ROIC 2011 2012 2013 2014 2015
Avg.
AB InBev 13.15% 14.13% 19.17% 12.62% 12.08% 14.23%
SAB Miller 11.32% 9.48% 9.95% 11.67% 9.84% 10.45%
Carlsberg 6.04% 6.43% 5.78% 5.07% -1.64% 4.34%
Heineken 9.51% 14.03% 7.50% 7.51% 8.93% 9.50%
Molson Coors 7.62% 5.65% 5.44% 5.17% 4.06% 5.59%
Industry average 12.63% 11.61% 10.09% 8.86% 8.77% 10.39%
Source: Bloomberg
Source: Bloomberg
We observe the ROIC of the merged company is much less than that of the weighted
average of AB and SAB. In other words, the cost cutting measures and the capital
structure modification done by 3G Capital does not create more value than if the two
companies were separate entities or merged as equals.
Since the time frame we are focusing on is just four years, a period where all the cost
synergies are happening and none of the revenue synergies materialize, we conclude
that the cost cutting measures right after the merger are not enough to create
additional value.
3. Continued Industry Consolidation
The merger positioned the company as a key player in further consolidating the global
beer industry. The intent was to capitalize on the synergies created by the merger and
continue the strategic acquisition of brands and businesses worldwide. The company's
strengthened position facilitated negotiations and discussions with potential targets,
enabling further expansion in fast-growing markets.
4. Geographic Expansion
Leveraging SABMiller's strong presence in Africa, Asia, and Latin America, the merged
entity sought to expand its footprint in these fast-growing markets. The acquisition
provided a strategic advantage in navigating diverse regional landscapes, allowing the
company to tailor its offerings to meet the unique preferences of consumers in these
regions.
5. Brand Portfolio Optimization
With a combined portfolio of iconic national and global beer brands, the merged entity
had the opportunity to optimize its product offerings. This involved strategic decisions
regarding brand positioning, marketing, and innovation to enhance consumer appeal
and capture a larger share of the market.
VII. Conclusion
In summary, the merger between AB InBev and SABMiller marked a significant
milestone in the global beer industry. The combined entity emerged as a powerhouse,
uniquely positioned to navigate the challenges of a changing market landscape. The
motives behind the merger, including market consolidation, complementary footprints,
a diverse brand portfolio, and anticipated synergies, were realized as the company
achieved unprecedented market leadership. The post-merger outlook reflected a
strategic focus on financial stability, industry consolidation, geographic expansion, and
brand optimization, showcasing a commitment to long-term growth and sustainability.