SABMiller forms strategic alliance with Turkey-based Anadolu Group aimed at Turkey, Russia, the CIS, more; SABMiller gains 24% stake in Anadolu Efes, will transfer its US$1.9B Russian, Ukrainian beer businesses to Anadolu Efes

Andrew Rogers

LONDON , October 21, 2011 (press release) – * SABMiller plc, Anadolu Group (Anadolu Endüstri Holding A.Ş., Yazıcılar Holding A.Ş. and Özilhan Sınai Yatırım A.Ş.), and Anadolu Efes Biracılık ve Malt Sanayii A.Ş. ("Anadolu Efes") agree a strategic alliance for Turkey, Russia, the CIS, Central Asia and the Middle East ("the Territory")

* SABMiller to transfer its Russian and Ukrainian beer businesses to Anadolu Efes

* Anadolu Efes to transfer a 24% equity stake to SABMiller by way of a capital increase

* Anadolu Efes to be the vehicle for both groups' investments in the Territory

* Following the capital increase, the Anadolu Group will control 42.81% of Anadolu Efes's enlarged share capital

* Pursuant to a shareholders' agreement between the Anadolu Group and SABMiller, the Anadolu Group will maintain control of Anadolu Efes after completion of the capital increase and business contribution. SABMiller will have customary minority protection rights

* The combined Russian business will have a strong number 2 position in value share terms, with a highly attractive brand portfolio and is expected to yield significant cost synergies of at least US$120m per year, and provide additional revenue synergy opportunities

* Anadolu Efes and SABMiller to share best practice and Anadolu Efes to develop SABMiller's international brands in the Territory

* 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

SABMiller and Anadolu Efes today announce their intention to form a strategic alliance in terms of which Anadolu Efes will be the vehicle for both groups' investments in the Territory and SABMiller will transfer its beer businesses in Russia and Ukraine to Anadolu Efes. Anadolu Efes will issue 142,105,263 new Anadolu Efes shares to SABMiller, representing a 24% equity stake post capitalisation in the enlarged Anadolu Efes.

In recognition of the long-term nature of the partnership, 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. SABMiller will be represented on the Anadolu Efes Board and will have customary minority investment protection rights. It will also be represented on the board of the combined business in Russia. In addition, both parties have agreed 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.

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.

Transaction Rationale

The strategic alliance will result in the enlarged Anadolu Efes strengthening its leading position across the Territory:

* The number 2 market position, in value terms, in the large Russian beer market with a valuable portfolio of brands across key market segments, the footprint to compete on a national basis, and value creation through significant cost synergies and potential revenue synergies

* A leading market position in Turkey with 89% share of the beer market and a 69% share of the carbonated soft drinks market via Anadolu Efes's 50.3% interest in Coca-Cola Icecek. Turkey is one of the world's high growth economies, with a large population of 74 million people and forecast real (PPP) GDP growth of 5.4% p.a. to 2015 (source EIU)

* Leading market positions in the growth beer markets of Kazakhstan, Moldova and Georgia

* A high quality portfolio of international and local brands.

Additionally, Anadolu Efes and SABMiller will benefit from the opportunity to distribute each other's international brands across their respective platforms (subject to existing contractual arrangements) and the sharing of best practice.

The transaction is expected to be EPS enhancing for both Anadolu Efes and SABMiller in the first full year following completion.

Conclusion

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."

Approval Process and Timetable

Anadolu Group, Anadolu Efes and SABMiller have entered into exclusive negotiations and expect to agree definitive legal documentation as soon as possible and to complete the transaction before year end, subject to obtaining clearance from the competition authorities in relevant territories and any other necessary regulatory clearances, and the approval of Anadolu Efes's shareholders at a General Meeting.

The Anadolu Group has irrevocably undertaken to vote in favour of the necessary resolutions in the General Assembly of Anadolu Efes shareholders.

A further announcement will be made in due course.

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