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Anadolu Efes, the leading brewer in Turkey, today announced that it has reached a non-binding agreement with Anheuser Busch InBev SA/NV ("AB InBev") the world's largest brewer, headquartered in Belgium regarding a 50:50 merger of Anadolu Efes' and AB InBev's existing Russia and Ukraine businesses. The announcement of this non-binding agreement follows AB InBev's acquisition of a 24% stake in Anadolu Efes as part of the company's combination with SABMiller, which completed in October 2016. The transaction remains conditional on the completion of satisfactory due diligence and is subject to regulatory approvals in Russia and Ukraine. This intended combination of the companies' operations in Russia and Ukraine would strengthen the competitive position of both Anadolu Efes' and AB InBev's brands in these markets, with the potential for further growth. The combined business' ambitions would be to lead the Russian and Ukrainian markets, with a diverse portfolio of brands and a broader range of beers for consumers. Following the closing of the intended transaction, the combined business would be fully consolidated in the Anadolu Efes financial accounts. As a result, AB InBev would stop consolidating its operations in Russia and Ukraine and account for its investment resulting from this transaction under the equity method. The name of the combined company would be AB InBev-Efes and both Anadolu Efes and AB InBev would have equal representation on the Board of Directors, with Tuncay Özilhan, current Chairman of the Anadolu Group and Anadolu Efes, serving as the Chairman. Both Anadolu Efes and AB InBev have agreed in principle to the nomination of Dmitry Shpakov, the current president of the AB InBev Russia and Ukraine businesses, as the CEO candidate to lead and run the combined AB InBev-Efes business, and to the nomination of Roy Cornish, the current Managing Director of Efes-Rus, as its CFO candidate. Commenting on the announcement, Tuncay Özilhan, Chairman of Anadolu Group and Anadolu Efes said: "We are delighted to further enhance our relationship with AB InBev and believe that the combination of our respective businesses, expertise and best practices in these markets will enable us to better capture the potential growth opportunities and add significant value to both Anadolu Efes and AB InBev Shareholders." Carlos Brito, CEO of AB InBev, said: "Today's announcement is a significant step in furthering the strategic partnership of AB InBev and Anadolu Efes and we look forward to a successful combination delivering a broader range of beer choices to consumers in both Russia and Ukraine." Both Anadolu Efes and AB InBev will work towards agreeing binding transaction documents in due course and further announcements will be made as the process progresses. We anticipate the transaction could complete by the end of 1H2018. Until completion of the transaction, both Anadolu Efes and AB InBev' businesses in Russia and Ukraine remain separate and continue business as usual. Terms of the agreement will not be disclosed.This is an English translation of the original official public disclosure made by Anadolu Efes in Turkish through the Public Disclosure Platform (www.kap.org.tr), for information purposes only. In the event of any discrepancy between this translation and the original Turkish disclosure, the original Turkish disclosure shall prevail. Anadolu Efes makes no warranties or representations about the accuracy or completeness of the English translation and assumes no liability for any errors, omissions or inaccuracies that may arise from use of this translation. |
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.