Anheuser-busch Inbev Sa/nv · EURONEXT:ABI
Anheuser-busch Inbev Sa/nv — Merger or Acquisition (November 2015)
39 slides from Anheuser-busch Inbev Sa/nv's merger presentation, Nov 11, 2015
Slide 1: Building the First Truly Global Beer Company
Building the First Truly Global Beer Company 11 November 2015
Slide 2: Disclaimer
Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. This presentation (including any oral briefing and any question-and-answer in connection
Slide 3: Disclaimer
Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. FORWARD LOOKING STATEMENTS (CONTINUED) Each forward-looking statement speaks only as of
Slide 4: Agenda
Agenda Transaction Highlights 4 SABMiller Overview 12 A Compelling Combination 15 Financial Highlights 24 Next Steps 27 Appendix Deal Structure 32 4
Slide 5: Transaction Overview
Transaction Overview The Boards of AB InBev and SABMiller have reached agreement on the terms of a recommended acquisition of SABMiller by AB InBev SABMiller shareholders will be entitled to receive for each SABMiller share either: • £44.00 in cash, OR • A Partial Share Alternative (“PSA”) compr
Slide 6: Compelling Strategic Rationale
Compelling Strategic Rationale • Creates the first truly global beer company and one of the world’s leading consumer products companies • Brings together a largely complementary geographic footprint with access to high-growth regions (e.g., Africa, Asia and Central & South America) • Builds on SABMi
Slide 7: Key Financial Facts
Key Financial Facts • Each SABMiller shareholder will be entitled to receive £44.00 per share in cash representing: ‒ Premium of approximately 50% to SABMiller’s closing share price of £29.34 on 14 September 2015(a) CONSIDERATION ‒ Premium of approximately 36% to SABMiller’s three month volume weigh
Slide 8: Structure and Governance Highlights
Structure and Governance Highlights • The shares of SABMiller will be acquired by Newco (a Belgian company formed for the purpose of this transaction) in exchange for the issue of Newco shares to SABMiller shareholders STRUCTURE: • AB InBev will acquire Newco shares of former SABMiller shareholders
Slide 9: Agreement for Complete Divestiture of SABMiller's Interest in MillerCoors
Agreement for Complete Divestiture of SABMiller’s Interest in MillerCoors Molson Coors has agreed to acquire SABMiller’s 50% voting interest and 58% economic interest in MillerCoors, a joint venture in the U.S. and Puerto Rico between Molson Coors and SABMiller • Closing of this transaction will b
Slide 10: Newco at a Glance
Newco at a Glance ($ in billions) $16.5 $63.6 $47.1 REVENUE $5.7 $24.2 $18.5 EBITDA (EXCLUDING SYNERGIES) Source: AB InBev 2014 Annual Report, SABMiller 2015 Annual Report. Note: The historical revenue and EBITDA figures of the combined group represent the aggregate consolidated revenue and EBITDA o
Slide 11: Creates One of The World's Leading Consumer Goods Companies
Creates One of The World’s Leading Consumer Goods Companies ($ in billions) $100 $80 $67 $64 $64 $47 $46 $34 $30 REVENUE(a) $17 $24 $20 $19 $18 $13 $13 EBITDA(a) $11 (EXCLUDING $6 $6 $5 SYNERGIES) Source: Company financial reports, FactSet. Note: Average 2014 exchange rates used: CHF:USD of 1.0937 (
Slide 12: Agenda
Agenda Transaction Highlights 4 SABMiller Overview 12 A Compelling Combination 15 Financial Highlights 24 Next Steps 27 Appendix Deal Structure 32 12
Slide 13: SABMiller Overview
SABMiller Overview Leading global beer and beverage company, with total beverage volumes of 324 mhl(a) Revenue(b) of $16.5 billion EBITDA(b) of $5.7 billion 94% of lager volumes from countries where SABMiller holds the No. 1 or No. 2 market share position(a) Strategic partnerships with Cas
Slide 14: SABMiller Revenue and EBITDA by Geography
SABMiller Revenue and EBITDA by Geography REVENUE (a) EBITDA (a) North America North America 1% Europe 0% Europe 14% 19% Latin America 44% Latin America 35% APAC 12% APAC 12% Africa 30% Africa 33% Latin America Africa Asia Pacific Europe North America Source: SABMiller 2015 Annual Report. (a) Revenu
Slide 15: Agenda
Agenda Transaction Highlights 4 SABMiller Overview 12 A Compelling Combination 15 Financial Highlights 24 Next Steps 27 Appendix Deal Structure 32 15
Slide 16: Compelling Strategic Rationale
Compelling Strategic Rationale • Creates the first truly global beer company and one of the world’s leading consumer products companies • Brings together a largely complementary geographic footprint with access to high-growth regions (e.g., Africa, Asia and Central & South America) • Builds on SABMi
Slide 17: Newco - Globally Diversified Company
Newco - Globally Diversified Company REVENUE (a) EBITDA (a) Mexico Mexico 8% 9% Latin America Latin North 33% North America America America 40% 26% 28% Africa Europe 9% Europe 13% Africa APAC 9% APAC 7% 11% 7% Latin America (b) Africa Asia Pacific Europe North America(c) Mexico Source: AB InBev 2014
Slide 18: First Truly Global Beer Company
First Truly Global Beer Company A largely complementary geographic footprint Combined experience in developing global Primarily AB InBev brands, national icons and local brands Primarily SABMiller (incl. JVs and associates) Largely complementary footprint in markets AB InBev & SABMiller (incl. J
Slide 19: Strong Marketing Properties and Brand Building Expertise
Strong Marketing Properties and Brand Building Expertise 19
Slide 20: Innovation Capabilities Provide a Platform to Develop New Products
Innovation Capabilities Provide a Platform From Which to Develop Exciting New Products for Our Consumers 20
Slide 21: Africa Will Be a Critical Driver for the Future Growth of the Business
Africa Will Be a Critical Driver for the Future Growth of the Business Beer Volume 2014E-2025E Beer Volume Growth Africa's Volume (mHL) Africa's % of World Volume 8.1% 44% 6.5% 175 16% 4.4% 121 61 2000A 2014E 2025E World (a) Africa Africa’s Increasing Relevance in the Africa’s Volumes Expected to Gr
Slide 22: Africa Will Continue to Play a Vital Role in the Future of the Combined Company
Africa Will Continue to Play a Vital Role in the Future of the Combined Company AB InBev intends to: Seek a secondary listing of AB InBev shares on the JSE, as soon as reasonably practicable List Newco’s ordinary shares on the JSE through a secondary listing, upon or shortly after completion of
Slide 23: Both Companies Share a Strong Commitment to Partnering with Stakeholders
Both Companies Share a Strong Commitment to Partnering with Stakeholders to Build a Better World Together 23
Slide 24: Agenda
Agenda Transaction Highlights 4 SABMiller Overview 12 A Compelling Combination 15 Financial Highlights 24 Next Steps 27 Appendix Deal Structure 32 24
Slide 25: Synergy Opportunities
Synergy Opportunities Estimated incremental recurring run-rate pre-tax cost synergies of at least $1.4 billion(a) per annum, in addition to the $1.05 billion identified by SABMiller(b) Incremental synergies to be phased in over four years following completion, reaching the recurring run-rate by
Slide 26: Financing Overview
Financing Overview The financing for the transaction consists of: • AB InBev’s internal financial resources, and • New $75.0 billion Committed Senior Facilities, consisting of: Amount Term Facility $25 billion 3 Year Term Facility A $10 billion 5 Year Term Facility B $10 billion 1 Year Disposals B
Slide 27: Agenda
Agenda Transaction Highlights 4 SABMiller Overview 12 A Compelling Combination 15 Financial Highlights 24 Next Steps 27 Appendix Deal Structure 32 27
Slide 28: Next Steps
Next Steps AB InBev will work with SABMiller and the relevant authorities in seeking to bring all potential regulatory reviews to a timely and appropriate resolution The transaction is subject to pre-conditions and conditions including: • Receipt of regulatory clearance, including in the Europea
Slide 29: Compelling Strategic Rationale
Compelling Strategic Rationale • Creates the first truly global beer company and one of the world’s leading consumer products companies • Brings together a largely complementary geographic footprint with access to high-growth regions (e.g., Africa, Asia and Central & South America) • Builds on SABMi
Slide 30: Q&A
Q&A 30
Slide 31: Appendix
Appendix 31
Slide 32: Agenda
Agenda Transaction Highlights 4 SABMiller Overview 12 A Compelling Combination 15 Financial Highlights 24 Next Steps 27 Appendix Deal Structure 32 32
Slide 33: Transaction Steps
Transaction Steps The transaction will be implemented in three steps: 1. The shares of SABMiller will be acquired by Newco (a Belgian company to be formed by SABMiller for the purposes of the transaction), in exchange for the issuance of Newco shares to SABMiller shareholders 2. AB InBev will then a
Slide 34: Cash Offer
Cash Offer Each SABMiller shareholder will be entitled to receive £44.00 in cash for each SABMiller share This offer represents: • A premium of approximately 50% to SABMiller’s closing share price of £29.34 on 14 September 2015(a) • A premium of approximately 36% to SABMiller’s three month volum
Slide 35: Partial Share Alternative ("PSA")
Partial Share Alternative (“PSA”) For each SABMiller share, recipients of the PSA will receive 0.483969 Restricted Shares and £3.7788 in cash(a) • The PSA is equivalent to a value of £41.85 per SABMiller share as of 10 November 2015(b) before applying any discount for the unlisted nature of these
Slide 36: Standalone Corporate Structures
Standalone Corporate Structures CURRENT AB InBev(a) SABMilller(c) AB InBev Control Group(b) Free Float Altria BEVCO Free Float 52.8% 47.2% 26.6% 13.9% 59.5% Source: AB InBev and SABMiller shareholding figures as of 10 November 2015. (a) Excludes AB InBev shares held in treasury as of 10 November 201
Slide 37: Post Completion Corporate Structure
Post Completion Corporate Structure POST TRANSACTION COMPLETION PRO FORMA AB InBev Control Former SABMiller Free Float Group(a) Shareholders(b) 44.1% 16.5% 39.4% Newco Source: AB InBev and SABMiller shareholding figures as of 10 November 2015. (a) Shareholding as of 10 November 2015. Consists of Sti
Slide 38: Transaction Value Overview
Transaction Value Overview The transaction values SABMiller’s entire issued and to be issued share capital at approximately £71.4 billion ($107.9 billion), consisting of: • £44.0 billion ($66.5 billion) for the Cash Offer, • £2.5 billion ($3.7 billion) for the cash portion of the PSA(a), and • £24
Slide 39: AANA\\\
AANA\\\
Anheuser-Busch InBev — Merger or Acquisition (November 2015) on 6ix