UK Court Okays SABMiller’s split vote plan

A UK court on Tuesday endorsed SABMiller’s plan to treat its two biggest shareholders – Altria, the US tobacco firm and BevCo, the investment arm of the Santo Domingo family as separate class of shareholders.

SABMiller’s shareholders will get a separate vote on the brewer’s £79bn takeover by its bigger rival, Anheuser-Busch InBev, the UK court said.

The merger of the world’s two largest brewers was agreed last year with an initial offer of £44 per share in cash for majority of the shareholders and a discounted cash-and-stock offer for the two largest shareholders – Altria and BevCo, both of which control 41% of SABMiller’s stock. The reason was to help them avoid huge tax bills.

However, when the British pound sterling declined in value following the UK vote to leave the European Union, the cash-and-stock offer became more attractive prompting other shareholders to revolt and request for a higher offer. AB InBev raised the offer from £44 to £45 per share cash for majority of the shareholders.

Both company’s board agreed to the new offer and SABMiller requested that its two largest shareholders – Altria and BevCo be treated as a separate class.

The vote requires that 75% of each class of shareholders vote for the deal instead of a single 75% vote of all shareholders.

Alternatively, SABMiller could call for a single vote but the two largest shareholders could abstain from voting and agree to whatever terms the majority of the shareholders voted.

SABMiller said it would publish more details about the implementation of the deal on August 26.

Also, SABMiller and Anheuser-Busch shareholders will meet separately on September 28. If they approve the deal, the transaction will close on October 10.

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