Victory & Southern Tier Announce Merger

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Victory Brewing, of Downington, Pennsylvania, and Southern Tier Brewing, of Lakewood, New York, announced today a merger between their two companies. Essentially, they’ve created a holding company called Artisanal Brewing Ventures (ABV) for both companies, and ABV will essentially own both breweries. Here’s how they characterize the newly created entity in their joint press release.

Artisanal Brewing Ventures is located in Charlotte, NC and was formed by Phin and Sara DeMink and Ulysses Management LLC; a New York based family office, with the vision of creating a home for like-minded, best-in-class craft breweries in close partnership with their founders. Ulysses Management was founded 20 years ago by Joshua Nash as the successor firm to the pioneering investment firm Odyssey Partners, LP. Ulysses invests in profitable, well-established companies with tangible, competitive advantages with the goal to build long-term value that benefits all stakeholders. To learn more about Ulysses Management please visit www.ulyssesmgmt.com.

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Here’s more from the press release, which is on Southern Tier’s website:

Having just marked 20 years in the craft brewing industry, Victory Brewing Company (Victory) proudly announces a landmark alliance with Southern Tier Brewing Company (Southern Tier) under parent company Artisanal Brewing Ventures (ABV). As the first major transaction of 2016 within the rapidly evolving craft beer industry, this union presents a new model for craft beer partnerships by preserving brewery independence while pooling deep collective resources.

The new strategic framework between ABV, Victory and Southern Tier provides capital, security and vision for the future. ABV, formed to unify independent craft brewers and distillers, embraces the collaborative craft spirit while administering crucial growth resources. Arlington Capital Advisors acted as exclusive financial consultant to Victory. Wells Fargo’s Beverage Finance group provided capital to support the investment and continued growth at ABV. The transaction is expected to close within the next 60 days.

Under the umbrella of ABV, Victory and Southern Tier will independently operate their breweries, commanding a joint capacity of over 800,000 barrels of potential annual production. This alliance creates one of the largest brewers in the Northeast and ranks within the top 15 craft brewing companies in the United States according to Brewers Association criteria with combined 2015 shipments of over 250,000 barrels. With a world-class roster of complementary beer brands and an even stronger standing in the marketplace, ABV will shepherd Victory and Southern Tier in collaborative sales and marketing efforts to strengthen, support and expand its distributor and retail partnerships. Victory and Southern Tier brands will become increasingly available to loyal and new consumers across their combined markets as a direct result of this union.

“The craft beer community is at its most critical moment since its inception as larger brewing corporations have bought into our grassroots movement, irrevocably changing the marketplace. Like-minded brewers such as Victory and Southern Tier can preserve our character, culture and products by banding together,” said Bill Covaleski, Founder and Brewmaster of Victory Brewing Company. “Allied we can continue to innovate and best serve the audience who fueled our growth through their loyal thirst.”

“Having gotten to know Phin, John and the whole management team, I am more excited than ever about the innovations that lie in our collective futures. One walk through their brewery and I knew that Southern Tier had the same belief in quality and excellence that has driven our culture for 20 years,” explains Ron Barchet, COO of Victory Brewing Company.

The Victory and Southern Tier leadership teams and employees will remain intact. Bill Covaleski and Ron Barchet of Victory, who will become significant shareholders in ABV, will join the Artisanal Brewing Ventures’ Board of Directors. CEO John Coleman and CFO Bill Wild will lead ABV’s management team.

“This is exactly the kind of alliance we imagined when we created Artisanal Brewing Ventures in 2014,” said Phin DeMink, founder of Southern Tier Brewing Company and also a major shareholder in ABV. “This is a concept that was specifically designed by and for craft brewers, so we can focus on the things we’re best at while creating meaningful scale advantages. I’m proud to see this model validated and am grateful that my friends Ron and Bill have become our partners.”

“This is the ultimate craft beer collaboration. It is an honor to be associated with these pioneering entrepreneurs who have been contributing to the industry since craft’s early days,” said John Coleman, CEO of ABV. “I look forward to guiding these two truly great organizations forward as they collaborate, innovate and share best practices.”

“I believe this is a watershed transaction for the craft brewing world. This union of two great regional players preserves their independence and distinct cultures while sharing administrative and management functions to support deeper investment in sales, marketing and innovation,” commented Vann Russell, Managing Director and Founder of Arlington Capital.

This is something that has been in the works for many months. The trademark application for ABV was filed last year, in late August. That suggests that the deal would have been all but done if they’d progressed to the point of getting the new logo trademarked.

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Here’s more from the press release on the two companies.

About Victory Brewing Company

Victory Brewing Company is a craft brewery headquartered in Downingtown, PA. Founded by childhood friends, Bill Covaleski and Ron Barchet, Victory officially opened its doors in February of 1996. Victory’s second state of the art brewery opened in February of 2014 in Parkesburg, PA to serve fans of fully flavored beers in 37 states with innovative beers melding European ingredients and technology with American creativity. In addition to the original Downingtown brewpub, Victory’s second brewpub is in Kennett Square, while Parkesburg recently launched self-guided tours and the third brewpub.

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Bill Covaleski and Ron Barchet.

About Southern Tier Brewing Company

In 2002 Phin and Sara DeMink founded Southern Tier Brewing Company in Lakewood, New York with the vision of reviving the practice of small batch brewing to a region rich in brewing tradition. Following several expansions from 2009 through 2013 Southern Tier now ships over 100,000 barrels annually to 33 states to meet growing demand for Southern Tier’s diverse portfolio of innovative beers that embody the spirit of American craft brewing. In 2015 Southern Tier Distilling Company was formed to create innovative small batch spirits using unique local ingredients under a New York farm-distilling license.

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Sara and Phin DeMink,

Super Wager For The Super Bowl

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You knew it had to happen. There’s at least one every year. Two breweries in the home city or state make a bet for whose team will win the big game, with the other’s beer as the prize. The only question is which breweries would step up.

This year, Denver’s Spangalang Brewery is throwing down the gauntlet, and Fullsteam Brewery of Durham, North Carolina has picked it up. The two breweries have wagered the outcome of next weekend’s Super Bowl on february 5, and apparently “the terms of the wager are significant for the brewers and their fans.”

According to the press release I got today from Denver beer writer Marty Jones, “The losing brewery will have to brew a special batch of beer from a recipe chosen by the winning brewery. The beer recipe will include indigenous ingredients from the winner’s state and will be named by the winning brewery.

On tapping day the losing brewery must hang the winning team’s flag and fly it for one week or until the beer is gone, whichever comes first.”

Marty Jones & Sean Wilson
Marty Jones with Fullsteam Brewery’s Sean Lilly Wilson during CBC 2010 in Chicago.

“That Panthers flag,” says Sean Lilly Wilson, founder of Fullsteam Brewery, “is going to look great hanging in the Spangalang tasting room. But we’ll send a beer recipe with some choice Carolina ingredients and flavor to help ease the pain of Denver’s loss.”

“It will be interesting to see if Cam Newtown can sport his 1000-watt smile with Von Miller in his face,” says Spangalang co-founder and brewer Darren Boyd. “I’m thinking ‘Cam’s Kryptonite’ would be a good name for the beer recipe we send to North Carolina.”

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Spangalang’s Austin Wiley with Orange Crushsicle.

Each brewery will be asking its social media followers to suggest beer styles, local ingredients and names for the winning beers.

From the press release:

On February 5, the Friday before the Super Bowl, each brewery will release a special pre-game beer to rally local fans.

Spangalang will bring back Orange Crushsicle, which it debuted prior to the Broncos defeating the New England Patriots to win the AFC crown and a place in the Super Bowl. The beer equivalent of the Dreamsicle frozen treat, Orange Crushscicle is a citrus session ale enhanced with orange juice, sweet and bitter orange peel and vanilla. Its name pays tribute to the past and current defense of the Broncos and predicted the creaming of the Patriots by the Broncos.

“Broncos fans came out in droves to try the beer last weekend,” says Spangalang brewer and co-founder Taylor Rees. “Our tap room will be a sea of orange jerseys when we tap it again.” Fullsteam will release Bless Their Heart, a twist to its recent collaboration with Charlotte-based Free Range Brewing. The beer is made with foraged juniper, North Carolina Frasier fir, and an addition of chokeberry syrup. “We thought chokeberry would be a good ingredient to use in this beer,” Wilson says, “due to Manning’s history of choking in the Super Bowl.” No matter which team wins the game, the rival brewers are comfortable with the wager. “The worst that can happen,” Boyd says, “is we let a like-minded, quality obsessed craft brewer take the lead on a beer of ours. So this is a good bet to make. Although the Panthers flag in our brewery would make us all sick.”

Founded in 2010, Fullsteam Brewery is a Durham, North Carolina production brewery and tavern inspired by the food and farm traditions of the South. The brewery aims to “pioneer the art of distinctly Southern beer” and specializes in traditional and experimental beers with a Southern sensibility. Its beers often incorporate locally farmed goods, heirloom grains, and seasonal botanicals.

Spangalang Brewery was founded in April 2015 by former Great Divide Brewery brewers Taylor Rees, Austin Wiley and Darren Boyd. The brewery crafts world-class beer for locals and celebrates the past and present culture of its historic Five Points neighborhood. Spangalang earned numerous “best new brewery of 2015” honors and a gold medal at the 2015 Great American Beer Festival medal.

May the best brewery win.

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Charlie Papazian Stepping Aside As President Of Brewers Association

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As far as I know, Charlie Papazian hasn’t worry and has been happy for at least 37 years. That’s the amount of time he’s been president of what’s now called the Brewers Association. When it was first founded, it was known as the Association of Brewers, but has seen its share of changes over the decades. It certainly makes sense, Charlie will turn 67 later this month, so my guess is he’s starting to ease into retirement. Bob Pease, who’s been there almost forever — and is currently the CEO — will assume the duties, and titles, of both president and CEO. The press release goes out of its way to reassure us that Charlie’s not going anywhere, that he’ll still be around. But I suspect he’s also have less day-to-day duties and more time to relax and homebrew.

charlie-blows

Here’s the press release from the BA:

After 37 years of service as president at the Brewers Association, Charlie Papazian will put his passion and vision for the world of beer and brewing into a new role at the Brewers Association. In January, his title shifts to founder, past president. Bob Pease, current CEO, will add president to his title. Papazian will remain an integral part of the association and a leading figure for small and independent brewers, professional and amateur alike. He will continue to attend key Brewers Association and American Homebrewers Association events. He will also participate in other events in the U.S. and internationally, offering his perspectives on beer, brewing and its impact on social and business culture. Charlie is also compiling an archive from the 37 year collection of Brewers Association’s photographs and videos. He is also staging video interviews with craft brewing pioneers that will help capture and chronicle the emergence and continuing journey of craft beer and brewing.

“I discovered craft homebrewing 45 years ago, and it obviously impacted my life. My 37 year journey as founding president has provided me a lifetime of fulfillment. Being part of an organization that serves to enhance the opportunities for professional and amateur craft brewers is especially rewarding. The hard work, dedication and long hours of past and current association staff and the community of brewers it has served has undoubtedly made the world a better place for every beer drinker,” said Papazian. “The tens of thousands of individual stories chronicling the success and joy that craft beer has brought to our lives inspires me. Ultimately it’s the people and their communities who have been and continue to be involved with beer who make our current beer world so special. I look forward to continued opportunities that will enhance the world of beer.”

Among his many accomplishments, Papazian founded the American Homebrewers Association, Institute for Brewing Studies, Brewers Publications, World Beer CupSM and Great American Beer Festival®, which attracts 60,000 attendees annually. He is founding publisher of Zymurgy, the leading magazine for homebrewers and The New Brewer, the flagship journal for small and independent craft brewers. He will continue to serve as a regular contributor for both publications. Papazian has been an inspiration to more than a million homebrewers through his many books, including The Complete Joy of Homebrewing (and its subsequent editions), which many consider the “homebrewer’s bible.”

“Charlie is one of the truly iconic figures in brewing today,” shared Gary Fish, founder and CEO of Deschutes Brewery and chair of the Brewers Association Board of Directors. “He took a quirky notion and made it a movement. Homebrewing and small local breweries brought beer diversity back to the U.S. Charlie can take his fair share of credit for that. We are all in his debt. I look forward to seeing his journey from here.”

“The Brewers Association would not exist today without Charlie’s vision, guidance and determination,” said Pease. “What was once a dream is now an association that lifts up homebrewers, brewers, retailers, distributors, suppliers and beer lovers. We are honored and excited to continue building upon his success.”

AleSmith Partners With Mikkeller

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AleSmith Brewing of San Diego, California announced this morning that they’ve entered into a “creative enterprise” with Mikkel Borg Bjergsø to establish Mikkeller Brewing,” taking over day-to-day operation of San Diego’s second-oldest craft brewing facility. So essentially, as far as I can tell, Mikkel will be taking over the original AleSmith location, with Pete Zien retaining a minority stake in the business. Mikkel will get the older, original 30-barrel brewing system — which will become Mikkeller San Diego — and AleSmith will operate the newer 105,500-square-foot facility located two blocks west of MSD.

San Diego, California (December 8, 2015) — Two world-renowned brewing interests are proud to announce the launch of a creative partnership that will result in the planet’s most famous gypsy brewer acquiring a brick-and-mortar brewery to call his own. Mikkel Borg Bjergsø, the founder and creative mind behind Denmark-based Mikkeller, has officially entered into an agreement with AleSmith Brewing Company owner and brewmaster Peter Zien for the duo to establish a new company called Mikkeller Brewing San Diego. Bjergsø and Zien will possess ownership stakes in the business, which will be based within the storied confines of AleSmith’s original headquarters on Cabot Drive in San Diego’s Miramar community and produce beers for worldwide release.

“People have always asked me when I’m going to open my own brewery, and my answer has always been ‘never.’ It’s the easiest answer, but it’s been on my mind for several years,” says Bjergsø. “I like being a ‘gypsy brewer,’ but know that having a stake in a U.S. brewery will change our position here. Brewing in one of the best breweries in the world really makes sense. If they can brew beers like they do at AleSmith, it really can’t go wrong.”

Bjergsø’s vision will guide brewing operations at Mikkeller San Diego, which is equipped with the same 30-barrel brewing system AleSmith used to produce 15,000 barrels of beer annually before moving into a much larger, 105,500-square-foot facility two blocks west earlier this year. To ensure the fastest, most efficient transition, Zien will initially oversee multiple components of the brewing process and provide ongoing assistance on an as-needed basis. Additionally, several members of AleSmith’s original brewing team, the bulk of whose careers with the company have been spent operating the original brewery, will become employees of Mikkeller San Diego and usher the facility through its exciting second life.

“I am very excited to announce this partnership to the brewing world,” says Zien who will maintain a minority stake in the business. “Mikkel and I expect to create unique and flavorful beers of the highest quality, as we are both known for brewing with AleSmith and Mikkeller.”

Eager to embark on this shared next chapter in their brewing careers, Bjergsø and Zien worked with the eventual Mikkeller San Diego staff to craft two beers based off brand new recipes conceived by the former. Those beers, AleSmith-Mikkeller IPA (India Pale Ale) and AleSmith-Mikkeller APA (American Pale Ale) are currently on tap at Mikkeller Bar in San Francisco, Calif.; AleSmith’s recently debuted 25,000-square-foot Miramar tasting room; and numerous craft beer-centric venues throughout San Diego County. Thus far, they have been met positively by beer enthusiasts. Next up on the brew schedule is an imperial take on an English-style porter, which will be released via a similar distribution method. Eventually, numerous Mikkeller San Diego beers will be bottled, canned, and distributed more widely nationally and internationally.

In addition to beers brewed solely by Mikkeller San Diego personnel, Bjergsø intends to make a center of craft collaboration of his new digs by inviting respected brewers from all over the world to conceive and brew recipes that push the envelopes of what ales and lagers can be. In doing so, he will build off relationships forged during his decade spent trotting the globe in an ongoing mission to bring his beery ideas to life with the help of gifted brewers the world over. He will also reach out to new and upcoming brewers making waves within the industry, providing the basis for many happy returns among brewery visitors.

While the brewing component of Mikkeller San Diego’s campus—which consists of five suites within an intimate business complex—will remain mostly untouched, construction will soon commence to convert the 750-square-foot tasting room to an interior design concept more consistent with that of Mikkeller’s global beer bars. The sampling space is projected to open to the public in early 2016, offering an array of beers that simultaneously display traditionally stylistic roots while coming across as exploratory, adventurous and, in some cases, downright twisted. It will be the only place in the world to taste the entire array of Mikkeller San Diego beers in a single sitting.

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Matt Brynildson, from Firestone Walker, and Mikkel comparing beards with Sir Thomas Gresham at a pub in London.

Number Of American Breweries Reaches Historic High

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The most breweries open in the United States at any point in our history was 4,131, a milestone reached way back in 1873. Right afterwards, breweries started merging at a furious pace, drastically reducing that number. Then prohibition decimated the industry, closing almost every brewery (except for the few who figured out non-alcoholic products to make). When prohibition ended thirteen years later, fewer than 800 reopened in the year after repeal of the 18th Amendment. But many didn’t last long, and by 1950 the number was down to 407. And the slide continued, with only 230 in 1961 and the nadir of 80 in 1983, with only 51 of them owned by independent companies. For what it’s worth, other accounts say 1978 was the low point. Once the first two California craft breweries got going — Anchor in 1965 and New Albion in 1978 — things moved slowly, it took until 1994 before small brewers made up 1% of the total beer market. In 1996, we returned to pre-prohibition numbers, with 1,000 breweries open. Fifteen years later, in 2011, that number had doubled to 2,000, but in only three more years we’d reached 3,000 breweries. At the end of September, three months ago, we reached 4,000.

Today, the Brewers Association released a new press release:

As of the end of November, there are now 4,144 breweries in the country, topping the historic high of 4,131 breweries in 1873.

I knew it was coming, but it’s still a nice milestone to mark. More breweries are open right now in the U.S. than have ever been open at one time before. That’s pretty cool. Congratulations to all of those breweries.

A few additional tidbits worth noting:

  • Brewery openings now exceed two a day.
  • Fifteen states are now home to more than 100 breweries: California, Washington, Colorado, Oregon, Michigan, New York, Pennsylvania, Illinois, Texas, Ohio, Florida, Virginia, North Carolina, Wisconsin, Indiana.
  • IPA remained the top style sold by independent craft brewers, and continues to grow faster than the overall craft category.

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Pretty Beer To Stop Brewing

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Sad news. Dann and Martha Paquette, co-owners of the Pretty Things Beer and Ale Project posted on their website today their decision to cease the operations of their company. Explaining their decision in For a Beginning, there must be an End, here’s what’s up:

Seven years ago we sold our first glass of beer at The Publick House in Brookline. We didn’t foresee then that our strange project would become such a part of our lives.

It has been a crazy fun time. We’ve dressed up in more costumes than a Bob Hope special. Amazing employees and friends have conspired with us along the way. Bocky, Anya, and John Funke have channeled our project almost better than we have done ourselves. And we found a rag tag group of like-minded creative brewers out there in the world as well.

Brewing our beers has been a great labor and a great joy. But best of all we shared it with so many great beer drinkers. It really feels like we met you all. We’ve stood in shops, bars, restaurants, on stages, in VFW halls. Sometimes you were already fans. Sometimes you spat out our beer. Sometimes you just fancied a chat. We always felt happy to meet you by the end. It was always fun, or funny, or we sold a beer, or learned something. Many of you became friends. We’ve loved drinking beers with you.

We hope our beers brought you joy and brought you closer together. There’s no greater goal for a batch of beer or a project like ours.

After seven years it’s time to draw the curtains and head off to a new adventure. A poorly drawn grain of barley called Jack D’Or made this whole thing possible. He’ll be coming with us.

Besides making great beer, Dann’s thoughtful approach to everything they do has been great to watch, if only from afar. The few times we’ve spent any time together I’ve loved talking philosophically with him and certainly hope his voice won’t be lost as he transitions to whatever adventure awaits him in the next chapter of his journey. And I wish Dann and Martha the best of best wishes going forward.

Pretty Things beer will be available until it runs out, probably sometime in January of next year. If I were you, I’d stock up while you can.

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Their parting shot.

SABMiller and Anheuser-Busch InBev Reach “Agreement In Principle”

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While most of us were sleeping, it appears SABMiller and Anheuser-Busch InBev were quite busy, and announced this morning SABMiller and Anheuser-Busch InBev [Reach] Agreement in principle and extension of PUSU. The New York Times has an analysis of the deal, or you can read the entire Press Release from SABMiller:

ABI-SABM

LONDON–The Boards of AB InBev (Euronext: ABI) (NYSE: BUD) and SABMiller (LSE: SAB) (JSE: SAB) announce that they have reached agreement in principle on the key terms of a possible recommended offer to be made by AB InBev for the entire issued and to be issued share capital of SABMiller (the “Possible Offer”).

Terms of Possible Offer

Under the terms of the Possible Offer, SABMiller shareholders would be entitled to receive GBP 44.00 per share in cash, with a partial share alternative (“PSA”) available for approximately 41% of the SABMiller shares.

The all-cash offer represents a premium of approximately 50% to SABMiller’s closing share price of GBP 29.34 on 14 September 2015 (being the last business day prior to renewed speculation of an approach from AB InBev).

The PSA consists of 0.483969 unlisted shares and GBP 3.7788 in cash for each SABMiller share, equivalent to a value of GBP 39.03 per SABMiller share on 12 October 2015, representing a premium of approximately 33% to the closing SABMiller share price of GBP 29.34 as of 14 September 2015. Further details of the PSA are set out below.

In addition, under the Possible Offer, SABMiller shareholders would be entitled to any dividends declared or paid by SABMiller in the ordinary course in respect of any completed six-month period ended 30 September or 31 March prior to completion of the possible transaction, which shall not exceed USD 0.2825 per share for the period ended 30 September 2015 and a further USD 0.9375 per share for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which shall be disclosed in any announcement of a firm intention to make an offer).

The Board of SABMiller has indicated to AB InBev that it would be prepared unanimously to recommend the all-cash offer of GBP 44.00 per SABMiller share to SABMiller shareholders, subject to their fiduciary duties and satisfactory resolution of the other terms and conditions of the Possible Offer.

Antitrust and reverse break fee

In connection with the Possible Offer, AB InBev would agree to a “best efforts” commitment to obtain any regulatory clearances required to proceed to closing of the transaction. In addition, AB InBev would agree to a reverse break fee of USD 3 billion payable to SABMiller in the event that the transaction fails to close as a result of the failure to obtain regulatory clearances or the approval of AB InBev shareholders.

Pre-conditions

The announcement of a formal transaction would be subject to the following matters:

  1. a) unanimous recommendation by the Board of SABMiller in respect of the all-cash offer, and the execution of irrevocable undertakings to vote in favour of the transaction from members of the SABMiller Board, in a form acceptable to AB InBev;
  2. b) the execution of irrevocable undertakings to vote in favour of the transaction and to elect for the PSA from SABMiller’s two major shareholders, Altria Group, Inc. and BevCo Ltd., in each case in respect of all of their shareholding and in a form acceptable to AB InBev and SABMiller;
  3. c) the execution of irrevocable undertakings to vote in favour of the transaction from AB InBev’s largest shareholders, the Stichting Anheuser-Busch InBev, EPS Participations SaRL and BRC SaRL in a form acceptable to AB InBev and SABMiller;
  4. d) satisfactory completion of customary due diligence; and
  5. e) final approval by the Board of AB InBev.

The Board of AB InBev fully supports the terms of this Possible Offer and expects (subject to the matters above) to give its formal approval immediately prior to announcement.

AB InBev reserves the right to waive in whole or in part any of the pre-conditions to making an offer set out in this announcement, other than c) above which will not be waived.

The conditions of the transaction will be customary for a combination of this nature, and will include approval by both companies’ shareholders and receipt of antitrust and regulatory approvals.

In view of the timetable for obtaining some of these approvals, AB InBev envisages proceeding by way of a pre-conditional scheme of arrangement in accordance with the Code.

The cash consideration under the transaction would be financed through a combination of AB InBev’s internal financial resources and new third party debt.

Further details of the PSA

The PSA comprises up to 326 million shares, which will be available for approximately 41% of the SABMiller shares. These shares would take the form of a separate class of AB InBev shares (the “Restricted Shares”)[1], with the following characteristics:

  • Unlisted and not admitted to trading on any stock exchange;
  • Subject to a five-year lock-up from closing;
  • Convertible into AB InBev ordinary shares on a one for one basis after the end of that five year period;
  • Ranking equally with AB InBev ordinary shares with regards to dividends and voting rights; and
  • Director nomination rights.

SABMiller shareholders who elect for the partial share alternative will receive 0.483969 Restricted Shares[2] and GBP 3.7788 in cash for each SABMiller share.

Extension of the PUSU deadline

In accordance with Rule 2.6(a) of the Code, AB InBev was required, by not later than 5.00 pm on 14 October 2015, to either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

In accordance with Rule 2.6(c) of the Code, the Board of SABMiller has requested that the Panel on Takeovers and Mergers (the “Panel”) extends the relevant deadline, as referred to above, to enable the parties to continue their talks regarding the Possible Offer. In the light of this request, an extension has been granted by the Panel and AB InBev must, by not later than 5.00 pm on 28 October 2015, either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for SABMiller, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

AB InBev reserves the following rights:

  1. a) to introduce other forms of consideration and/or to vary the composition of consideration;
  2. b) to implement the transaction through or together with a subsidiary of AB InBev or NewCo or a company which will become a subsidiary of AB InBev or NewCo;
  3. c) to make an offer (including the all-cash offer and PSA) for SABMiller at any time on less favourable terms:

(i) with the agreement or recommendation of the Board of SABMiller;
(ii) if a third party announces a firm intention to make an offer for SABMiller on less favourable terms; or
(iii) following the announcement by SABMiller of a whitewash transaction pursuant to the Code; and

  1. d) to reduce its offer (including the all-cash offer and PSA) by the amount of any dividend that is announced, declared, made or paid by SABMiller prior to completion, save for ordinary course dividends declared or paid prior to completion, which shall not exceed USD 0.2825 per share for the period ended 30 September 2015 and a further USD 0.9375 per share for the period ended 31 March 2016 (totalling USD 1.22 per share) and shall not exceed an amount to be agreed between AB InBev and SABMiller in respect of periods thereafter (which shall be disclosed in any announcement of a firm intention to make an offer).

The announcement does not constitute an offer or impose any obligation on AB InBev to make an offer, nor does it evidence a firm intention to make an offer within the meaning of the Code. There can be no certainty that a formal offer will be made.

A further announcement will be made when appropriate.

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Labatt Breweries Buys Mill Street

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This morning, Labatt Breweries, itself part of the family of brands owned by Anheuser-Busch InBev, announced that they were purchasing Toronto’s Mill Street Brewery.

From the press release:

Labatt Breweries of Canada today announced that it has purchased Mill Street Brewery, an award-winning craft brewer based in Toronto. The deal will allow Mill Street to deepen its traction with consumers in the fast growing craft beer segment, where it has an extraordinary variety of unique beers, as well as brew pubs in both Toronto and Ottawa. To help achieve this, Labatt will immediately invest $10 million in Mill Street’s Toronto brewery, which includes a state-of-the-art brewhouse and packaging capabilities.

“Mill Street has continually distinguished itself with its energy and success in innovation, and powerful commitment to great-tasting quality beer,” said Labatt president Jan Craps. “Our partnership and investment will accelerate its growth in one of the most dynamic beer segments, while fully preserving Mill Street’s creative character and pioneering spirit.”

“With the success of Mill Street has come the challenge of serving a growing demand for our brands,” said Irvine Weitzman, Mill Street CEO, who will continue with Mill Street along with co-founder Steve Abrams and famed brewmaster Joel Manning. “Our partnership with Labatt is a natural evolution in our growth that will allow more Canadians to enjoy our beer and secure the legacy of our brands by allowing us to remain focused on the authentic characteristics that have made Mill Street what it is today.”

Founded in Toronto’s Distillery District in 2002, Mill Street is an award-winning craft brewery and the largest producer of certified organic beer in Canada. It has won numerous beer quality awards including the Canadian Brewery of the Year Award in three consecutive years. Core brands include Ontario’s first organic beer, Mill Street Original Organic Lager, along with 100th Meridian, Tankhouse Ale, and Cobblestone Stout. The brewer is also renowned for permanent specialties including a strong golden ale Betelgeuse, an Irish-style red ale Bob’s Bearded Red and nitrogen-charged Vanilla Porter, as well as for several small-batch specialty beers.

“Throughout our history, our dedication to our craft and our passion for pushing the envelope have allowed Mill Street to make waves in Canada’s craft beer segment,” said Abrams. “We are excited about the prospect of working with Labatt to build even further on our successes and sharing our brands with more beer lovers across Canada.”

Mill Street brands will continue to be brewed under the expertise of brewmaster Joel Manning.
“This investment in a state-of-the-art brewhouse that Mill Street will run on a stand-alone basis positions us to reach the very top of our craft,” added Manning. “We couldn’t be more pleased by this fantastic opportunity to further entrench our reputation for innovation and quality, and bring more great brands to more consumers.”

Labatt and Mill Street Brewery announce purchase agreement
From left to right: Irvine Weitzman, Mill Street CEO, Jan Craps, President of Labatt, Joel Manning, Brewmaster at Mill Street, and Steve Abrams, Co-Founder of Mill Street. (CNW Group/Labatt Breweries of Canada)

SABMiller Rejects Buyout Offer From A-B InBev

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SABMiller released a statement this morning rejecting the latest takeover offer from Anheuser-Busch InBev. You may, or may not, be able to read the statements released by SABMiller on their website, and there are some fairly scary disclaimers including language that, depending on your jurisdiction, claims that the publicly available information may not be legal to read, and in such case advise you to “exit this web page.” Which while I’m sure is required by some law, probably UK law, also feels fairly ridiculous. At any rate, quite a few news outlets, such as the Wall Street Journal, Reuters and the New York Times are all reporting on it, so it must be okay for the likes of me.

The gist of it is the SABMiller board unanimously rejected ABI’s latest takeover offer, for the primary reason that they believe ABI’s offer “substantially” undervalues their company (currently the offer values SABMiller at $104 billion), among a few other technical reasons having to do with the timing, regulatory issues and others. The current offer is for roughly £65.14 billion, which is $99.76 billion dollars.

The Wall Street Journal helpfully created a graphic showing the recent history of the potential deal as it’s been unfolding.

SABMillerHomepage

There’s little doubt this is not the end of it, but there will continue to be a back and forth as this high-stakes game unfolds. And it really is a game, sad to say. Apparently negotiations have been tense, which really should not come as a shock to anybody, yet you see statements like this. “AB InBev is disappointed that the board of SABMiller has rejected both of these prior approaches without any meaningful engagement.” The absurdity of that reveals the gamesmanship involved, as it plays out in the media. It’s going to be an interesting few weeks.

World Beer Market: Opportunities & Forecasts 2014 – 2020

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Allied Market Research, an international research company with seven offices around the world, has started selling their latest report, the World Beer Market – Opportunities and Forecasts, 2014 – 2020. If you want to buy the report it will set you back anywhere from $4,515 to $10,680, for a global user. While here at the Bulletin we’re not sufficiently well-heeled to buy our own copy, there is some information revealed to entice potential buyers on the report’s website.

For example, this chart gives several data points from the report.

Global Beer Market

And here’s the “Report Overview:”

Beer is a yeast – fermented alcoholic drink prepared from malt, and flavored by adding hops. Popular in Neolithic Europe, its production dates backs to as far as 2050 BC. By, 7th century AD the alcoholic drink was being produced and marketed by several monasteries in Europe. This drink is majorly brewed from ingredients such as yeast, water, hops and malted barley, although many fermentable carbohydrate sources or natural additives may be included. Likewise, fermentable carbohydrates like wheat, rice and maize are added to produce different styles as well as flavors. Beer style categorizes this alcoholic beverage by factors including flavor, production technique, ingredients, color, and origin etc., of which ale and lager are the two commercially popular types. Ales use top fermenting yeast at a room temperature, on the contrary lagers are made with bottom – fermenting yeast below 10 Celsius. The global beer market is expected to generate about $688.4 billion in sales by 2020. Besides this, the aforementioned industry is likely to register a CAGR of 6 percent during the forecast period 2015 to 2020. A significant increase in the consumption volume is believed to fuel the market growth in developing regions.

Worldwide, sales is following an upward trend. Many brands are now experiencing tremendous success due to a sudden rise in the disposable income and changing lifestyle. Exploiting a niche segment, matured markets are also witnessing a dramatic shift in the high calorie beer market and have developed a taste for low –calorie brew. Likewise, continuous popularity of craft brew has paved a path for a new generation of producers. It is phenomenon, that right from their debut to their annual sales the strong and light brews occupy majority of the market share in the beer industry. Alternatives to glass such as PET, makers are using durable yet ductile, affordable and sustainable packaging solutions like cans or draught. Consumption statistics also disclose a rapid growth in the number of female drinkers.

Beer Market Analysis by Type

World’s largest brands have uncorked and positioned their wide portfolio of strong and light brew in the domestic and international market, which now occupies a major chunk of the total business. The market for strong brew is expected to garner about $464 billion in sales by 2020. Besides this, the strong industry is likely to register a CAGR of 6.5 percent during the period 2015 to 2020. Many developed countries have been biased to stronger brew, a liking that has become highly accentuated with the brand image associated with such drinks. In the West, taste and refinement are the prime factors for drinkers. Thus many prefer strong brews due to their high alcoholic content. In close completion are the light brews that have low calorie count and other nutritional contents. Light brew have exploited the desire of the health conscious drinkers to stay healthy.

Beer Industry Market Analysis by Production

Breweries are categorized into macro-breweries and micro-breweries based on the production volume or size. Officially the war between them is on, with craft brew companies increasing their production capability. Macro breweries are offering quality and quantity across greater distances. At the same time microbreweries are benefitting too. Likewise, emergence of breweries in less saturated locales worldwide too is a welcome news. Recent changes in drinking preferences have considerably increased the demand for micro-breweries, which is anticipated to register a CAGR of 9.3 percent during the period of 2015 to 2020. Larger number of discerning consumers are shifting to locally produced drinks, enabling the ale industry to revive. So, with varieties of flavor as well as alcohol content, microbreweries are increasing today because distributors spotted a huge demand and took risk on imports of major microbrew brands.

Industry by Category

Better sales of even the more expensive premium, super premium and draught have shrugged off all doubts about the dip in the consumption volume. Consumers today are increasingly desirous to experiment with locally produced premium and international varieties. Many brewers now recognize that the premium brews industry would stay the most attractive new segment. Some brewers have just hyped their portfolio as premium in many countries because they are international. Producers are putting greater focus on how they should brand these premium labels. Premunization, is significant and an innovation, that aims at targeting the high–spending customers including highly trendy brews for tier -1 mavericks. The premium industry is anticipated to register a CAGR of 6.4 percent during the period of 2015 to 2020, when compared to the super premium and normal brew segment. Besides this, the super-premium brews are observing a rapid growth in the business and would grow three folds. Few major consumer behavior pattern have also given the super-premium sales a push. The grocery outlets today make up a major part of alcohol sales in terms of value. This presents a greater opportunity for the super – premium brews to grow via channel expansion. Moreover, the normal brews occupy a largest division of about 43 percent of the total industry.

Industry by Packaging

The packaging plays a vital role when it comes to influencing the customer buying pattern. Available in bottles, cans or draught these drinks are delivered with care and consideration. In line with the growing sales of brews like ales, new and flavored drinks in bottles are making waves. However with acceleration, canned brew are giving an intense competition to their bottled and draught peers. Likewise, cans are becoming more and more famous and idiosyncrasy in it contributes to the shift in the buying pattern or attitude. There is a rising demand for canned that can be easily stored as well as transported. Further, what makes canned the first choice is the fact that it protect the content from external heat. Alongside this, range of already –established draught brews are continuing to expand in the competitive business environment.

Industry by Geography

Over the 300 years that ale existed in North America, customer demands has constantly pushed the segment forward with rapid and steady growth. Next, introduction to the craft brewing technique created immense opportunity and a greater population responded to it with further support. Similarly, Europe also has an emerging market for hop lovers. Region’s relaxed brewing mandates have stabilized the consumption volume, which fell significantly in the past two years. Emerging economies are also becoming significantly important to the major international brands, as sales in some matured region still lags. Increased sales in Latin America and Asia has empowered producers to economize out complete sales growth. The Asia – Pacific market is expected to garner about $202.4 billion in sales by 2020. Besides this, the market is expected to register a CAGR of 7.3 percent during the period 2015 – 2020.

Beer Industry Competitive Analysis

To acquire a major chunk of the market, brew producers are seen expanding their distribution channels even for their less popular breeds. Merger and acquisition, rumors have hovered over the brew sector for years, with many domestic and international brewers considering tie – up at some point, inescapable. Likewise, multinational producers continue to make huge investments to grow their reach and trump up collaboration with domestic operators, to help consumers keen in exploring the local and international varieties buy them. To tap demand for expensive brews, a product segment where companies have more rivals brands decide to compete directly and launch new products.

And here’s a short “Analyst’s Review:”

The Global Beer Market would witness a steady growth in the coming years. Europe accounts for the highest revenue generating region in the global beer market followed by Asia-Pacific and North America. The growth in the North American and European region would be at a moderate pace in the future due to increasing health consciousness and legal regulations in the region. However, there has been a significant increase in the demand of beer in the developing countries of Asia-Pacific region. International brewing companies like SABMiller, Heineken have introduced especially brewed beer for the Asian market catering to the distinct taste buds of the consumers. The global beer market is primarily driven by the increasing disposable incomes and changing lifestyles. The growing adoption of craft beer and the rising number of restaurants and bars would further accelerate the growth of the beer market.

Conventionally, the male population has been the major consumer segment. However, with evolving cultural changes and modernization, there has been a significant rise in the count of females drinking beer. Women in the age group of 21 to 30 consume more beer than other age groups. Women generally prefer light beer with low alcohol content. Many vendors in the market are focusing on drinks especially made for women to increase their customer base and serve a wider audience. There has also been a rise in the adoption of craft beer as consumers want to explore different beer flavors. Craft beers include traditional brewing methods with exotic ingredients which add distinct flavor to the beer. Craft beer is widely adopted in the European and North American countries while Asian countries are still in the growing phase. Growing health consciousness, heavy taxation, and legal regulation limit the growth of the market. Stiff competition from substitutes including wine and other spirits also restrict its adoption.

You can buy the full report https://www.alliedmarketresearch.com/beer-markethere, and if you want to share it with me, I wouldn’t say no.