Tuesday’s ad is for Moosehead, from 1955. With a moose up a tree, perched above them, two hunters are stumped as to what happened to the animal they were tracking. “You’d Almost Think It Flew Away ….” The footprints just stopped. These are apparently not the smartest hunters in the Maritimes. One too many Mooseheads, I suspect.
Today in 1999, US Patent EP 0949328 A1 was issued, an invention of Marina Pieranna Bellini, Francesco Collavo, Giovanni Maccagnan, Antonio Pat, and Gian Luca Ragg, assigned to Heineken Italia S.p.A., for their “Gluten-Free Beer Containing Rice Malt.” Here’s the Abstract:
A gluten-free beer obtained from a mixture of starting materials comprising buck wheat, rice malt and optionally a component chosen from the group comprising corn, sorghum, millet and/or syrups thereof; this component is preferably corn syrup; the beer is obtained by saccharifying the above-mentioned mixture, optionally in the presence of amylolytic enzymes and glucanase, and it is particularly suitable for consumption by gluten-intolerant individuals.
Surprising this patent was issued in 1999, a bit before gluten-free became “a thing.” I was taking classes at UC Davis when Anheuser-Busch was sending samples of their gluten-free Redbridge to Dr. Michael Lewis, who had recently discovered he suffered from celiac disease. I ended up doing an article about the science behind gluten-free beer for Zymurgy magazine and did a tasting of gluten-free beers for it at Davis right after A-B debuted Redbridge, and that was in 2006. As far I know, I haven’t seen a gluten-free beer from Heineken, although I seem to recall that their beer is low in gluten.
Okay, this is pretty silly, but starts out with some interesting comparisons. The infographic by Visually, asks the question If Your Blog Were A Beer, What Kind Would It Be? Once they start trying to define blogs by type of beer, it goes off the rails. For example, calling stouts “the heavyweights of the beer world,” shows that they don’t really understand their beer. Still, it’s fun little exercise, even it went goofy in its execution. Oh, and I don’t think I fit any of their identified blogs.
Click here to see the infographic full size.
Today in 1936, US Patent 2057231 A was issued, an invention of Lester J. Dawson, for his “Faucet.” There’s no Abstract, although in the description it includes this summary:
This invention relates to new and useful improvements in faucets, and more particularly to faucets especially designed for dispensing gaseous liquids such as beer. An object of the present invention is to provide a beer faucet of simple and inexpensive construction comprising a valve mounted for reciprocal movement which, when opened, is i entirely out of the beer stream so that the beer may flow unobstructedly through the valve substantially without agitation. A further object is to provide a beer-faucet provided with a suitable dispensing nozzle and having a passage therein adapted to be connected to aL beer supply under pressure and a valve being interposed between the beer nozzle and said passage for controlling flow through the nozzle, said valve being so constructed and arranged that the pressure of the carbon dioxide and other gas content of the beer will tend to hold the valve on its seat when closed.
Today in 1964, US Patent 3152717 A was issued, an invention of Joseph Schwaiger, assigned to Anheuser Busch, for his “Carbonated Beverage Can.” There’s no Abstract, although in the description it includes this summary:
This invention relates to a novel container or can for carbonated beverages, particularly beer, and also to a method for controlling the corrosion which normally occurs within such a container when filled with a carbonated beverage or other food product.
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:
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:
- 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;
- 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;
- 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;
- d) satisfactory completion of customary due diligence; and
- 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:
- a) to introduce other forms of consideration and/or to vary the composition of consideration;
- 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;
- 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
- 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.
Monday’s ad is unusual insofar as unlike almost every other ad, this one is not for a beer. The 1985 ad is actually for a text-based video game from Infocom based on Douglas Adams’ Hitchhiker’s Guide to the Galaxy. The novel The Hitchhiker’s Guide to the Galaxy was published today, October 12, in 1979, a year after the original radio show aired on BBC Radio.
The double truck ad decided to feature one of the scenes in the beginning of the book, when Ford Prefect takes his human friend Arthur Dent to a local pub shortly before Earth is scheduled to be demolished to make way for a bypass. “Six pints of bitter,’ said Ford Prefect…. ‘And quickly please, the world’s about to end.’”
Today in 2010, US Patent 7810679 B2 was issued, an invention of Albert W. Wauters, Ian Anderson, and Edward P. Duffy, assigned to Anheuser-Busch Inbev S.A., for their “Beer Dispensing System with Gas Pressure Reservoir.” Here’s the Abstract:
A home beer dispensing apparatus has a keg having a self-contained bag filled with a beer and a pressure system. The pressure system creates a pressurized air space between the keg inner walls and the bag to assist in the dispensing of the beer. The pressure system has a keg one-way air valve mounted to a top wall of the keg to permit entry of pressurized air into the keg. The pressure system has a pressure reservoir mounted in the dispensing apparatus outside the keg and in fluid flow communication with the keg one-way valve. The reservoir stores a charge of pressurized air and supplies at least a portion of this charge to the keg through the keg air valve when the dispensing apparatus is operated to dispense the beer. The reservoir provides a reserved charge of pressurized gas that is on hand to reduce dampening pressure fluctuations during beer dispensing which can result in beer frothing, especially during the early stages of beer dispensing when the air head space in the keg is small. Further, the apparatus may also have a pressure sensing system adapted to measure time rate of pressure change in the keg. The apparatus has a signaling device responsive to the time rate of pressure change in the keg to produce a signal related to volume of beer remaining in the bag. Preferably, the signal is displayed visually on the dispensing apparatus.
Kurt Widmer, the older brother in Widmer Brothers Brewing, announced today he will be retiring at the end of 2015 from the day-to-day work with the business he founded with his brother Rob in 1984, 31 years ago.
Here’s the press release from the Craft Brew Alliance:
Kurt R. Widmer, 63, co-founder of Widmer Brothers Brewing, announced today that he will retire from Craft Brew Alliance, Inc. (“CBA”) and will be leaving CBA’s Board of Directors at the end of the year. At that time, he will assume the honorary title of Chairman Emeritus. Mr. Widmer has served as Chairman of the Board since Craft Brew Alliance was formed in 2008 through the merger of pioneering Pacific Northwest craft brewing companies Redhook Brewery and Widmer Brothers Brewing. Previously, Mr. Widmer served as President, Chief Executive Officer and Chairman of the Board of Widmer Brothers Brewing Company from 1984 until 2008.
Mr. Widmer will remain in his role through December 31, 2015 to support the transition as CBA’s Board of Directors engages in the process of selecting a new Chairperson.
“Since my brother Rob and I founded Widmer Brothers Brewing over 31 years ago, this extraordinary industry that we helped create has grown and evolved in ways I couldn’t even imagine,” said Mr. Widmer. “Many of us who set the foundation for today’s booming craft beer market are thinking about the next chapter in our lives, and my wife Ann and I have been discussing the fact that there’s still a lot we want to do. So while I’ll miss walking into my office at the brewery every day, I’m admittedly looking forward to more time with my family and doing more of what I love to do – whether it’s traveling around the world or home brewing in the basement.”
He continued, “In terms of timing, I feel really good about where CBA is today. Looking back on how CBA has grown from two craft beer companies to a powerful alliance of great beers, brands, breweries and partners, I couldn’t be more confident in the future. The focus, expertise, and vision of the leadership team, under the helm of Andy Thomas, are further proof that CBA, its people, and its shareholders are in great hands. People who know me will probably not believe that I’m stepping away from Widmer Brothers and CBA. As a Widmer Brother, I will always look forward to that next innovative collaboration or a chance to connect with Widmer fans over a pint of Hefe at a local account.”
Kurt and Rob Widmer co-founded Widmer Brothers Brewing in Portland, Oregon in 1984 with help from their father Ray. They are among a handful of brewers in the United States credited with creating a universally recognized new style in 1986 with Hefe, the original American-style Hefeweizen and the #1 selling craft beer in Oregon.
“I’ve been fortunate to meet a number of truly remarkable people in this industry, and Kurt Widmer is definitely at the top of the list,” said Andy Thomas, Chief Executive Officer, CBA. “From his role in creating the craft beer category, to his foresight and vision in bringing together CBA to secure his brands’ route to market — and the adversity he faced as a direct result — to the role he continues to play as an impassioned advocate of our industry, Kurt has made a profound impact on many of us. CBA wouldn’t be CBA without Kurt Widmer, and I am grateful for his support and confidence as we continue forward.”
Kurt (center) with Gary Fish and Fred Eckhardt at the Horse Brass for Don Younger’s memorial in 2011.
Today in 1948, US Patent 2451273 A was issued, an invention of Elvin M. Bright, for his “Method of Applying Bottle Caps.” There’s no Abstract, although in the description it includes this summary:
This invention relates to improvements in a method for thermoplastically capping bottles.
It is an important object of the invention to provide a method and means of capping a bottle which, to a large extent, will make use of standard existing bottle capping equipment and will provide a cap which will not interfere with the handling, processing, merchandising, and use of the bottle and its contents in accordance with conventional procedure.
From the standpoint of the process involved, a very important objective is to soften a thickened margin of the bottle cap blank without softening the remainder thereof, and to mold such thickened margin around the cap-receiving bead of the bottle and immediately to harden it thereon. In this connection I propose to utilize infra-red rays or other radiant heat for softening the flange of the bottle cap blank while shielding and thermally insulating the top of the blank from such rays. Infra-red rays are preferred because of the ease with which they may be directed and controlled.
