UK: Court agrees largest shareholders can be separate class in beer mega-merger

SABMiller PLC on Tuesday said a UK court had agreed to its proposal that its two largest shareholders be treated as a separate class from the rest of its investors with regard to its pending acquisition by Anheuser-Busch InBev NV.

AB InBev last month raised its offer for SABMiller to £45 a share from £44 a share to head off a possible shareholder revolt following a slide in the British pound after the country’s vote to leave the European Union.

SABMiller’s board, after some deliberation, approved that increase but said it would ask that its two biggest shareholders, Altria Group Inc. and the Santo Domingo family, be treated as a separate voting class.

The U.K. court decision reduces the percentage of share holdings needed to block the deal to 15% from 25%, according to Stifel Nicolaus & Co. analyst Mark Swartzberg, but he expects SABMiller shareholders to approve the merger because many of its largest shareholders also own shares of AB InBev or Molson Coors Brewing Co., which is set to acquire SABMiller’s interest in US-based MillerCoors LLC. Those companies stand to benefit from acquiring SABMiller assets globally and in the US.

“Anyone who is in a cross ownership situation is going to be very supportive of this transaction,” Mr. Swartzberg said. Voting against the deal “would be the equivalent of shooting yourself in the foot.

Full Content: The Wall Street Journal

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