Beer market of Russia 2016: PET goes to draftThe beer market of Russia was warmed up by the hot summer, but the preparation for large volume PET prohibition has already impacted it negatively. The year was successful for Efes, MBC and regional producers; Carlsberg’s positions were virtually stable but AB InBev and Heineken lost a part of market share having focused on the sales profitability. The dynamics of big brands was determined by how much the companies were willing to keep the prices down or by their promotional activity. In this context the economy segment of the beer market and sales of inexpensive draft beer were increasing. The premium segment started shrinking due to license brands migrating to the mainstream segment.
Beer market of Vietnam: “Young tiger”Vietnam is one of the few big beer markets that continue to grow steadily. The beer popularity results from its low price, street consumption culture, and social motives. The outlooks of beer market as well as the Vietnamese economy inspire optimism, though the country is heavily dependent on export of goods. The state regulation can be called liberal, but the key risk for brewers is harbored in intensive rising of excise. Within TOP-4 there are two leaders, Sabeco and Heineken that grow at the fastest rates. The first company effectively employs its capacities, the second one focuses on marketing technologies. Almost 80% of the market belongs to century-old brands, yet the middle class and the youth are shifting their interest toward international premium that is growing taking share from the mainstream.
Analysis of beer market in China (on Russian)
Beer market of Ukraine: big three losing weightIn 2016, fast increase of excises and resulting price spike stood in the way of the beer market stabilization. Most of competition (as well as mass sorts) moved to the economy segment of the market. The biggest losses were incurred by the leading three, especially Obolon, which again experienced pressure after reallocation of Efes market share. However, one should already speak of TOP-4. Group Oasis CIS (PPB) became a strong player and competitor to transnational companies. Besides the net sales of many regional medium breweries look rather good and 16-fold cost reduction wholesale trade license for craft brewers opens up a possibility of rapid growth in 2017.
Recommended Proposal to Acquire Foster’s at A$5.10 per share
As part of the transaction, and in line with Foster's previously announced capital management initiative, Foster's will pay its shareholders a return of capital of A$0.30 per share prior to closing, reflecting both the confirmed value of historic tax losses and a better cash/net debt position than assumed in SABMiller's initial proposal.
The agreed proposal represents an acquisition enterprise value of A$11.5 billion, which is a 2.8% increase on the enterprise value of A$11.2 billion implied by SABMiller's initial proposal announced on 21 June 2011 (see endnote 2).
The acquisition of Foster's is consistent with SABMiller's strategic priorities and will provide SABMiller with:
exposure to Australia's strong economic growth prospects;
a leading position in the stable and profitable Australian beer industry; and
the opportunity to apply SABMiller's capabilities and scale to improve Foster's financial and operating performance.
The acquisition is expected to be EPS enhancing for SABMiller in the first full year of ownership and economic returns are expected to exceed the project WACC by year 5.
SABMiller and Foster's have agreed that the offer will be effected by means of a scheme of arrangement to be proposed by Foster's to its shareholders.
The scheme of arrangement is recommended by the Foster's board and is subject to a number of customary conditions, detailed in a scheme implementation deed, the principal terms of which are summarised in Attachment 1 to this announcement. A full copy of the scheme implementation deed will be available shortly on SABMiller's website.
The scheme implementation deed provides for the ordinary conduct of Foster's business from signing until completion, and arrangements for merger and implementation planning before closing. It specifies that in certain circumstances, including if a higher valued competing transaction is announced and completed within twelve months, Foster's will pay to SABMiller a break fee of A$99 million, being 1% of the equity value of the recommended transaction.
Foster's has commenced the process of obtaining a ruling from the Australian Tax Office ("ATO") confirming the tax treatment of the capital reduction.
SABMiller has internal resources and committed financing to fund the cash consideration, and SABMiller expects to maintain a strong investment grade credit profile.
As previously announced, SABMiller has separately reached agreement with Coca-Cola Amatil Limited to be able to acquire its share of the Pacific Beverages Pty Limited joint venture should SABMiller acquire a controlling interest in Foster's.
SABMiller has entered into a number of cash settled equity swap contracts that provide it with an economic exposure equivalent to 78 million shares (being approximately 4.0% of the total number of issued Foster's shares), which will reduce SABMiller's aggregate cash cost of the transaction consideration by approximately A$69 million.
SABMiller and Foster's have agreed to work together to prepare the necessary documents to be considered by Foster's shareholders. The scheme document is expected to be posted to Foster's shareholders in approximately six weeks. If approved by shareholders at the relevant scheme meetings later this year, SABMiller expects the acquisition to be completed before the end of 2011.
Unanimous Directors' Recommendation
The Directors of Foster's have unanimously recommended that shareholders vote in favour of the scheme of arrangement and capital reduction, and have committed to voting their own interests in favour of the proposals, in the absence of a higher valued competing proposal and subject to an independent expert confirming that the proposal is in the best interests of Foster's shareholders.
Commenting on the agreement, SABMiller's Chief Executive, Graham Mackay, said:
"We are pleased that we have reached agreement on a recommended transaction to be put to Foster's shareholders.
"Foster's will become an important part of our business, and through the application of our commercial capabilities and global scale, we expect to build on the initiatives that Foster's management has put in place, further enhancing Foster's performance and creating value for our shareholders.
"Foster's has a long-standing and proud reputation as one of the leading companies in Australia. We look forward to working with Foster's employees and other stakeholders to ensure the success of Foster's in the future as the largest brewer in Australia with an outstanding portfolio of brands."
References in this announcement to Foster's shares and to Foster's shareholders are references to fully paid shares. Different provisions consistent with their terms of issue will apply to partly-paid shares in Foster's. The number of partly paid shares is not material.
The acquisition enterprise value is calculated as follows:
Equity value paid to Foster's shareholders - A$9,901m
Plus: Estimated net debt at Dec-11 - A$1,377m
Plus: A$0.30 per share capital return - A$582m
Plus: Minority interests - A$12m
Less: Estimated present value of historic tax losses - A$400m
Acquisition enterprise value - A$11,472m
Webcast and conference call
A live audio webcast of a presentation to investors hosted by SABMiller's Chief Executive, Graham Mackay and Chief Financial Officer, Jamie Wilson will begin at 11:30 am London time / 8:30 pm Sydney time on 21 September 2011. To access the webcast or download a copy of the presentation, visit www.sabmiller.com.
23 Sep. 2011