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Foster's deal all over, bar the shouting

Foster's deal all over, bar the shouting

Allens Arthur Robinson and Allen & Overy are set to crack open the celebratory tinnies as the Foster's takeover nears completion.Yesterday (1 December), Foster's shareholders overwhelmingly…

Allens Arthur Robinson and Allen & Overy are set to crack open the celebratory tinnies as the Foster's takeover nears completion.

Yesterday (1 December), Foster's shareholders overwhelmingly voted to approve the $12.3 billion sale to the British-based brewing behemoth SABMiller.

In September, Foster's management accepted a revised offer from SABMiller after the Australian brewing company's legal advisors, Allens (whose team was led by senior partner Ewen Crouch and capital markets co-head Robert Pick) helped to persuade SABMiller to increase its previous bid of $9.5 billion to $9.9 billion.

After factoring in Foster's debt, the SABMiller bid values Foster's at $12.3 billion.

Speaking to Lawyers Weekly this morning, fresh out of a Supreme Court of Victoria hearing that gave final approval for the sale, Allen & Overy partner Aaron Kenavan, one of four partners from the firm advising SABMiller, said that getting the revised offer to the table involved a great deal of complexity.

"The novelty and complexity from our perspective centered on not so much the value of the transaction, but changing it from a takeover bid to a scheme," he said. "It was the first time ASIC has allowed someone to do that, and getting the relief we needed to do that required quite a bit of work."

Kenavan was assisted by fellow M&A partner Michael Parshall, with antitrust partner Dave Poddar and banking partner Adam Stapledon also advising.

While the Foster's deal is all but put to bed, Kenavan and senior associate Ratha Nabanidham are also involved in SABMiller's decision to buy out its joint venture partner in Australia, Coca-Cola Amatil. In Australia, this joint venture operates under the name of Pacific Beverages, with its stable of local brands including the Bluetongue Brewery.

It is expected that this transaction, with an expected value in excess of $300 million, will be finalised by the middle of next year.

Foster's shareholders voted to approve the takeover of the iconic Australian brand less than one week after Treasurer Wayne Swan gave the deal the Federal Government's seal of approval.

The government only gave the green light after SABMiller pledged not to relocate Foster's brewing facilities offshore.

Clifford Chance acted for the financial institutions involved as the lead arrangers and book runners on the deal, which included Barclays and Morgan Stanley, with Sydney-based partner Scott Bache and London partner Geeta Khehar leading the firm's team.

Hogan Lovells advised SABMiller on the international aspects of the transaction.

Justin Whealing

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