The trend of complication of Russian beer market is going on and in several directions at the same time. The range has got wider, the import and small segments are growing, namely craft beer, alcohol-free beer and special flavor beer. At the same time, all ex-mega brands and light lagers by Russian brewers are experiencing a decline of their shares. AB InBev Efes, Heineken, MBC and Pivzavod Trekhsosenskiy have exceeded the market, Carlsberg was developing slower than the market and Ochakovo as well as some other mid-sized breweries have been cutting down their volumes. To a big extent brewers’ performance was connected to their ability to reach agreement with networks, sacrifice their margin and enter new markets. Craft brewers are facing a serious danger of producers’ registration introduction – de facto licensing. ...
The global outlooks of the legal market of cannabis are excellent. It is possible to simultaneously imagine dry law repeal and craft brewing boom but not in one but in several consumer categories. For alcohol is contained in liquids and cannabis derivatives can be in three physical forms.The value of legal market of cannabis and its products can reach 10% of the world beer market in five years, and in 2030-2040 even reach the same scope provided the current rates of legalization and development of market infrastructure remain at the same level. Cannabinoids are actively integrating into the food industry from chewing gum to beverages deforming the pharmaceutical and alcohol markets, they influence the trends of healthy lifestyle and beauty. ...
Beer market of Kazakhstan acquired both traits of East European countries and South Eastern Asia taking a transitional position between them by many criteria and consumption style. Yet there is a positive trend in beer production which differs Kazakhstan from most of the neighboring countries. The market has remained consolidated in the hands of two international players because of its small size. However, it faces dynamic processes such as fast growth of draft beer sales, up and downs of regional companies and Carlsberg Group’s ultimate expansion. Excessive mainstream segment has declined over the recent years, yet, Zhigulevskoe and national brands with regional links have yielded their positions to a range of new products. In our review special attention was paid to regional analysis of the markets. In 14 regions of Kazakhstan we compared the companies’ positions, the market price segmentation and DIOT channel development. Besides we have compared the beer market of Kazakhstan to neighboring countries. ...
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 Сен. 2011