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.
According to Dealogic, Anadolu Endustri Holding’s $1.9bn bid for SABMiller’s Russian and Ukrainian beer businesses, announced on October 19, is the fourth largest Food & Beverage deal in Eastern Europe on record and the second largest 2011 YTD behind by Diageo’s $2.1bn acquisition of Mey Icki Sanayi ve Ticaret.
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. 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.
Commenting on the announcement, Tuncay Özilhan, Chairman of Anadolu Efes and Anadolu Group, said, "We are delighted to join forces with such a strong business partner as SABMiller and to enlarge the Anadolu Efes business in Russia and Ukraine as we believe this will enable us to better capitalize on the potential growth opportunities in our operating region in line with our long term growth plans". Mr. Özilhan also added "In addition to the significant synergy opportunities available to us as a result of this partnership, we will command a much stronger position in Russia. Moreover, this deal will further strengthen our overall presence in our operating region as a whole and add significant value to both Anadolu Efes and SABMiller stakeholders."
Graham Mackay, Chief Executive of SABMiller, said, "Both SABMiller and Anadolu Efes have proved to be successful operators in diverse and challenging emerging beer markets and this strategic alliance will allow both our groups to benefit from each other's expertise, and the combination of our resources. Anadolu Efes's leading position in beer and soft drinks in the Turkish market and an alliance for further growth and acquisitions in the CIS and Middle East are highly attractive. The prospects for these markets are excellent. They exhibit positive long term demographic, GDP and beer market growth outlooks. We have admired the achievements of Anadolu Efes for many years and we are looking forward to working closely with them in the future."