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SABMiller Board Supports New A-B InBev Offer

LONDON — The proposed merger between Anheuser-Busch InBev (A-B) and SABMiller continues to move forward, with SABMiller's board backing a revised offer and China giving its regulatory approval.

On Friday, the board said it intends to "recommend" that shareholders accept A-B InBev's revised takeover offer which came earlier in the week. The support clears the way for a shareholder vote on the deal.

According to The Associated Press, the decision comes only hours after AB InBev's cleared the last regulatory hurdle for the 79-billion pound deal. Chinese regulatory authorities gave Friday the go-ahead for A-B InBev to sell SABMiller's stake in China's Snow Breweries.

The SABMiller board also said it intends to propose to a U.K. court that its two biggest shareholders, Altria Group Inc. and BEVCO, be treated as a separate class of shareholders "and therefore to allow other SABMiller shareholders to vote on the revised offer separately."

A-B InBev revised its offer — which rose by one pound a share — after Great Britain voted to exit the European Union earlier this month, causing fluctuations in currency and value. 

SABMiller Chairman Jan du Plessis said the board's decision was difficult given changes in circumstances since the board originally recommended the offer in November.  

"Since then, various factors have affected the value of the offer, most importantly the impact of the Brexit vote on the value of Sterling and the re-rating of comparable companies. This has made the board's decision more challenging, and we believe the final cash consideration of 45 pound per share to be at the lower end of the range of values considered recommendable," the chairman said.

He credited Chief Executive Alan Clark and his management team's leadership for not letting the "distraction" of the proposed merger distract affect performance. 

"Now that the regulatory pre-conditions are satisfied, the board and management will continue to work constructively with A-B InBev to bring about successful completion of the transaction as soon as practicable," he said.

As CSNews Online previously reported, the U.S. Department of Justice (DOJ) gave its approval based on two contingencies: A-B's InBev's agreement to divest the brewing and sale of SABMiller beers such as Miller Lite and Miller Life in the United States, and A-B InBev must also seek DOJ review of any future acquisitions of beer distributors or craft beer brands.

Molson Coors will acquire A-B InBev's 58-percent stake in MillerCoors and will make and sell Miller Light and Coors Light in the United States. Molson Coors will also have the rights to the Miller brand outside the U.S.

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