SABMiller smaller shareholders will get a separate vote on the brewer’s £79bn takeover by Anheuser-Busch InBev, following a court ruling.
A UK court backed a proposal by the London-listed brewer to treat its two biggest shareholders – Altria, the US tobacco company, and BevCo, the family investment vehicle of the Santo Domingo family – as a separate class of shareholder. Together they control about 41 per cent of the shares and support the proposed takeover to create the world’s biggest brewer by market share.
SABMiller’s board unanimously recommended a revised £79bn takeover bid by Anheuser-Busch InBev last month but the sweetened offer was dismissed by a small group of shareholders. One shareholder, Aberdeen Asset Management, called it “unacceptable”.
Prior to the revised offer, SABMiller’s board had come under pressure to negotiate better terms following a sharp slide in the pound following Britain’s vote to leave the EU, amid claims the structure of the deal disproportionately benefits the brewer’s two biggest investors.
Aberdeen, among others, called on SABMiller to treat Altria and Bevco as a separate class of shareholder – a demand the brewer heeded.
In accepting the revised offer, SABMiller proposed two votes on the deal meaning that, instead of a single vote requiring the support of 75 per cent of all shareholders, 75 per cent of each shareholder group would need to vote in favour of the deal.
Alternatively, SABMiller could call a single vote, but Altria and BevCo could abstain from participating and agree to be bound by whatever public shareholders decided.
Either way, in effect, 85 per cent of all shareholders would need to back the takeover in order for the deal to go ahead.
The UK High Court approved the company’s proposal on Tuesday, saying there was no “legal or practical necessity” to require all shareholders to be treated as the same class.
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