July 16, 2020

Anheuser-Busch InBev embroiled in Caribbean “poison pill” takeover row

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AB-InBevBy Andy Morton from Just Drinks

As Anheuser-Busch InBev awaits the green light from regulators over its SABMiller acquisition, its Brazilian subsidiary AmBev is battling investors in a fight for control of a Caribbean beverage company.

AmBev is trying to take over Barbados-based multi-category drinks company Banks Holdings Ltd (BHL) after its own subsidiary, SLU Beverages, bought a 41% holding in the company on 22 September. The stake purchase triggered a full takeover and AmBev last month offered BBD5.60 (US$2.80) per share for the remaining stock.

However, 20 of its shareholders have now filed a class action law suit against BHL, telling Barbados Today they had been misled over a so-called “poison pill” clause.

The shareholders said the clause, inserted when SLU made a US$28m loan to BHL in 2010 but which has only recently come to light, means that any company other than SLU would have to pay as much as $10 per share if they wanted to buy BHL. The clause was created before AmBev bought SLU in September this year.

One of the companies looking to buy BHL is Trinidad and Tobago conglomerate Ansa McAl, which already owns a 13% stake in the brewer and Coca-Cola bottler. In a note seen by just-drinks, Ansa McAl’s group development executive, Anthony Sagba III, said the SLU clause “raises serious governance concerns”.

“The contention by Ansa McAl, supported by the representative action brought by an additional group of shareholders, is that the Companies Act of Barbados and the Articles of Amalgamation of BHL were not complied with by the BHL board of directors,” Sagba said.

Ansa McAl has offered BBD7.00 a share but if it was successful in acquiring 25% of the company, it would have to find an additional BBD57.5m (US$28.8m) to overcome the SLU clause, the company claims.

AmBev last week defended its actions, telling just-drinks “there is no such ‘poison pill'”.

“SLU entered into a convertible debt agreement with BHL, which, among other rights and obligations, granted SLU a put-option against BHL in certain circumstances,” a company spokesperson said. “Such an agreement is valid and has been enforced by the BHL board for more than five years and has not been created by AmBev.”

The spokesperson added that AmBev is “no different from any other interested bidder that has to confront and price such rights when bidding for BHL shares”.

“Ambev is still working on the next steps it will take in connection with the outstanding tender offer,” the spokesperson added.

BHL did not respond to a request for comment.

BHL’s loan in 2010 was made by Latin Capital Fund 1 through the special purpose company SLU. The US$28m loan was converted into shares in BHL, giving SLU a 20% stake. AmBev took over that stake when it subsequently bought SLU in September this year.

BHL is Barbados’s largest beverage conglomerate and includes Banks Breweries, Coca-Cola bottler Barbados Bottling Co and Barbados Dairy Industries. Banks Breweries produces around 50m bottles a year and its brands include the flagship Banks Beer, according to the company’s website.

For more on this story go to: http://www.just-drinks.com/news/anheuser-busch-inbev-embroiled-in-caribbean-poison-pill-takeover-row_id118789.aspx

IMAGE: anheuser-busch.com

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