A joint venture has been forged between Anheuser-Busch InBev and Molson Coors Brewing Co. regarding a complete divestiture of SABMiller plc’s interest in MillerCoors LLC in the U.S. and Puerto Rico.
The transaction is valued at $12 billion and is conditional on the completion of AB InBev’s previously announced acquisition of SABMiller. The SABMiller Transaction is expected to complete in the second half of 2016, subject to satisfying the relevant regulatory clearances.
Under the terms of the purchase agreement, Molson Coors will acquire SABMiller’s 50% voting interest and 58% economic interest in MillerCoors. Upon completion of the transaction, MillerCoors will become a wholly owned subsidiary of Molson Coors, and Molson Coors will have full control of the operations and resulting economic benefits of MillerCoors.
Under the agreement, Molson Coors will acquire full ownership of the Miller brand portfolio outside of the U.S. and retain the rights to all of the brands currently in the MillerCoors portfolio for the U.S. market, including import brands such as Peroni and Pilsner Urquell. The sale also includes the global Miller brand, currently sold in over 25 countries (including Canada, Colombia, Czech Republic, Ecuador, Mexico, Panama, Romania, Russia, South Africa and the United Kingdom), as well as related trademarks and other intellectual property rights.
“Our combination with SABMiller is about creating the first truly global beer company and bringing more choices to beer drinkers in markets outside of the U.S. We are pleased to have reached this agreement with Molson Coors to divest SABMiller’s U.S. assets. We will continue to proactively address any regulatory concerns regarding our combination with SABMiller in other relevant markets,” said Carlos Brito, CEO of AB InBev.
“SABMiller has been an excellent partner for the past seven years and we are extremely proud of the organization that our teams have created. We have a deep passion for and understanding of the MillerCoors brands, strategy and culture and believe this transaction is the ideal outcome for this business. We look forward to continuing to provide our distributors, retailers and consumers with an extraordinary portfolio of brands,” said Mark Hunter, president and CEO of Molson Coors.
Both the MillerCoors Transaction and the SABMiller Transaction are conditional upon the receipt of, among other things, customary regulatory approvals.
In connection with this transaction, Lazard acted as lead financial advisor to AB InBev. Barclays has also provided financial advice to AB InBev. Cravath, Swaine & Moore LLP and Freshfields Bruckhaus Deringer LLP acted as legal counsel.