A&O has advised Asahi Group Holdings, Ltd. on its share purchase agreement with Anheuser-Busch InBev to acquire businesses formerly owned by SABMiller Limited (formerly SABMiller plc) in the Czech Republic, Slovak Republic, Poland, Hungary, and Romania and other related assets that were owned by SABMiller prior to its combination with AB InBev. The transaction has an enterprise value of EUR 7.3 billion, subject to customary adjustments. Freshfields Bruckhaus Deringer advised AB InBev on the deal, as well as on its combination with SABMiller and across the related disposal commitments made to competition authorities.
According to Freshfields, "in connection with its business combination with SABMiller, AB InBev had made commitments to the European Commission for the disposal of certain assets. This disposal process has been carried out under the supervision of the EC through its monitoring trustee. Closing is expected to take place in the first half of 2017."
A&O was lead adviser to Asahi on the M&A, commercial, antitrust, banking, tax and employment aspects of its share purchase agreement with AB InBev. According to Allen & Overy, the EUR 7.3 billion enterprise value makes this the biggest deal in Asahi’s history, and follows the EUR 2.55 billion acquisition by Asahi of Peroni, Grolsch, and Meantime earlier this year, on which A&O also advised. According to A&O Partner Richard Hough, who led the firm's team on the deal: "The two transformational deals for Asahi this year establish it as a distinct global player in the alcoholic beverages market."
In addition to Hough the A&O team was led by Senior Associate Matthew Appleton and included Partner Jim Ford on commercial aspects, Partner Alasdair Balfour on antitrust aspects, and Partner Trevor Borthwick on the debt side. Partner Lydia Challen provided tax advice and Partner Sarah Henchoz provided employment advice. Nick Wall was the Lead Partner in Tokyo.
A&O reports that its teams in Poland, the Czech Republic, Hungary, and Romania also played a significant role in the transaction "given the scope of the due diligence exercise and the large number of local law considerations associated with an asset transfer." The due diligence was coordinated regionally by Prague-based Counsel Prokop Verner and led in each country by Associate Jakub Cech (in Prague), Associate Thomas Bury (in Bratislava), Senior Associate Tomasz Ciecwierz (in Warsaw), Senior Associate Imre Kasa (in Budapest) and RTPR Allen & Overy Counsel Adrian Cazan (in Bucharest).
The Freshfields team was led by Partners Bruce Embley, Natascha Doll, and Andreas von Bonin, supported by Senior Associates Anneleen Straetemans and Keir MacLennan.