Anadolu Efes to transfer a 24% equity stake to SABMiller by way of a capital increase, and Anadolu Efes is to be the vehicle for both groups’ investments in the Territory. Following the capital increase, the Anadolu Group will control 42.81% of Anadolu Efes’s enlarged share capital.
Pursuant to a shareholders’ agreement between the Anadolu Group and SABMiller, the Anadolu Group will maintain control of Anadolu Efes after completion of the capital increase and business contribution. SABMiller will have customary minority protection rights.
The combined Russian business will have a strong number two position in value share terms, with a highly attractive brand portfolio and is expected to yield significant cost synergies of at least US$120m per year, and provide additional revenue synergy opportunities.
Anadolu Efes and SABMiller are to share best practice and Anadolu Efes to develop SABMiller’s international brands in the Territory. The transaction is subject to confirmatory due diligence, execution of legally binding documentation, regulatory approvals and approval by Anadolu Efes’s shareholders in General Assembly of the increase in Anadolu Efes’s share capital.
The intention is to form a strategic alliance in terms of which Anadolu Efes will be the vehicle for both groups’ investments in the Territory and SABMiller will transfer its beer businesses in Russia and Ukraine to Anadolu Efes. Anadolu Efes will issue 142,105,263 new Anadolu Efes shares to SABMiller, representing a 24% equity stake post capitalisation in the enlarged Anadolu Efes.
In recognition of the long-term nature of the partnership, SABMiller and the Anadolu Group will enter into a shareholders’ agreement to ensure that the Anadolu Group will continue to exercise majority control over Anadolu Efes. SABMiller will be represented on the Anadolu Efes Board and will have customary minority investment protection rights.
It will also be represented on the board of the combined business in Russia. In addition, both parties have agreed to provide appropriate rights of first offer at fair market value in the event of either party seeking to sell any shares in Anadolu Efes.
SABMiller and Anadolu Efes value SABMiller’s Russian and Ukrainian businesses at an enterprise value of approximately US$1.9bn.
In exchange for transferring its Russian and Ukrainian businesses to Anadolu Efes, SABMiller will receive a loan note. Subject to Anadolu Efes shareholders’ approval of a non pre-emptive capital increase, Anadolu Efes will issue 142,105,263 new Anadolu Efes shares to SABMiller, representing a 24% equity stake, post capitalisation, in Anadolu Efes. The proceeds of the capital increase will be used to immediately redeem the loan note.
Source: SABmiller
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