Hogan Lovells Advises SABMiller on US$1.9bn Strategic Alliance

LONDON, 19 October 2011 - Hogan Lovells has advised long-standing client SABMiller on a strategic alliance with the Anadolu Group and Anadolu Efes Biracılık ve Malt Sanayii A.Ş. (Anadolu Efes) to transfer its Russian and Ukrainian beer businesses to Anadolu Efes in a transaction worth approximately US$1.9bn which signed yesterday, Tuesday 18 October 2011.

The transaction is subject to confirmatory due diligence, execution of legally binding documentation, definitive documents, regulatory approvals and approval by Anadolu Efes's shareholders, and is expected to complete by year end.

Anadolu Efes operates in Turkey, Russia, the CIS, Central Asia and the Middle East and the alliance will result in a number 2 market position in the large Russian beer market, and leading market positions in Turkey, Kazakhstan, Moldova and Georgia.

Under the terms of the alliance SABMiller will transfer its Russian and Ukrainian beer businesses to Anadolu Efes who will in return issue a loan note. Following shareholder approval, 142,105,263 new Anadolu Efes shares will be transferred to SABMiller, representing a 24% equity stake capital increase in the enlarged Anadolu Efes. The proceeds of the capital increase will then be used to immediately redeem the loan note.

SABMiller and the Anadolu Group will enter into a shareholders' agreement to ensure that the Anadolu Group will continue to exercise majority control over Anadolu Efes after completion of the capital increase and business contribution, controlling 42.81% of Anadolu Efes's enlarged share capital.

SABMiller will be represented on the Anadolu Efes Board and the two will share best practice to develop SABMiller's international brands in the regions. SABMiller will have customary minority investment protection rights and will also be represented on the board of the combined business in Russia, with both parties agreeing to provide appropriate rights of first offer at fair market value in the event of either party seeking to sell any shares in Anadolu Efes.

The Hogan Lovells team advising SABMiller was led by London corporate finance partner Maegen Morrison, assisted by partner Andrew Pearson, senior associate Matthew Williams and associate Fiona Carlyle; tax partner Karen Hughes and associate Natalie Psaila; and competition Of Counsel Simon Barnes.

Commenting on the transaction, Maegen said:

"We are pleased to have advised SABMiller on another important transaction this year which will enable them to capitalize on the potential growth opportunities in the region and command a stronger market position."

Hogan Lovells is also advising SABMiller on its ongoing bid for Australian brewer Foster's Group Limited.


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