Court Lets SABMiller Treat Biggest Shareholders as Separate Class in Takeover by AB InBev

By Saabira Chaudhuri

LONDON--SABMiller PLC on Tuesday said a U.K. 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 plummeting pound against the dollar drove the value of AB InBev's cash offer to SABMiller well below its alternative cash-and-share offer because AB InBev shares are priced in euros. Initially, the cash offer was designed to be a premium.

Some investors had complained about the discrepancy between the two offers. The cash​-and​-stock offer was designed for Altria and the Santo Domingos and is subject to a five​-year lockup period that most regular shareholders are unable to stomach due to liquidity requirements.

Now AB InBev and SABMiller shareholders must vote on the deal, expected to close this year. Treating Altria and the Santo Domingo family as a separate class reduces the percentage of share holdings needed to block the deal to 15% from 25%, according to analysis by Stifel Nicolaus & Co.

The vote is scheduled for Sept. 28, and the deal is expected to close Oct. 10.

Altria and the Santo Domingos have already committed to voting in favor of the deal.

Write to Saabira Chaudhuri at [e-mail]

(END) Dow Jones Newswires

August 23, 2016 07:55 ET (11:55 GMT)

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