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Foster's Group Ltd., has succumbed to a sweetened offer from SABMiller plc which gives a A$12.3 billion ($12.6 billion) enterprise value to Australia's largest brewer.
The agreed deal, which is pitched at A$5.10 per share, ends a months-long chase for Anglo-South African SABMiller, which had made a hostile bid on Aug. 17 after Foster's board refused to enter talks.
The proposal includes A$9.9 billion for Foster's stock, up from the previous offer of A$9.5 billion. and A$1.5 billion in assumed debt.
That "compares favorably to precedent transaction multiples and current peer trading multiples and represents an enterprise value of 14.1 times reported FY11 Ebitda of A$870 million," Foster's said.
The acquisition is a departure from SABMiller's established strategy of expanding in emerging markets but will add stability to sales by adding mature brands that account for just under 50% of Australia's total beer sales. Foster's share of the Australian market has fallen in recent years as Australian drinkers have abandoned established beer brands in favor of boutique beers.
"Fosters will complement our portfolio of existing businesses, enhance our Ebitda growth rate" and provide a ready source of cash flow, SABMiller CEO Graham Mackay told analysts on a conference call on Wednesday.
The A$5.10-per-share offer is an increase of 4% on SABMiller's hostile bid of A$4.90 per share, though SABMiller claimed that the increase based on an enterprise value was only 2.8% as the bidder had previously over-estimated Foster's debt.
Foster's shareholders will also receive an A$0.30-per-share capital return prior to the deal closing, a payment that SABMiller said reflected payments linked to historic tax losses and Foster's better-than-expected cash position. Foster's shareholders are also entitled to a final dividend of A$0.1325.
Foster's has reserved the right to abandon the deal if a better offer emerges and would pay an A$99 million break fee if it did so.
Shares in Foster's closed Wednesday at A$4.89, marginally lower than their previous close. Shares in SABMiller traded in London at 2,211 pence, down 10 pence, or under 1%.

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