Wednesday’s ad is for Carling’s Black Label, from 1955. By “those moments,” an example might be it starting to rain just as you finished washing your car. That would drive anyone to drink, I suppose. But not just any beer, according to the ad copy, will do. You need the “most satisfying beer of all,” a.k.a. “the beer with the heart of gold.”
Today in 1997, US Patent 5676369 A was issued, an invention of Mark Keathon DeWeese, for his “Method of Playing a Brewing Game.” Here’s the Abstract:
A method of playing a board game related to brewing procedures and the science of brewing. The game includes a board having an endless path divided into a plurality of continuous spaces including a starting space and spaces with indicia upon them corresponding to hops, barley, yeast, brewing science and speciality beer styles. At least two players start by moving their playing pieces along a path according to a roll of the die. Upon landing on a space, a player must pick a card corresponding to that space. The card may require the player to correctly answer a question or may award or hinder his progress in the game. If the card requires an answer, which is correctly answered, the player is allowed to roll again and continue around the board. Upon passing the starting point the player is awarded a piece of brewery equipment. Players continue collecting brewing equipment while moving around the board. Play is terminated when a player receives all of the equipment necessary to operate a brewery.
The finished game was released. I have a copy of it, though I don’t recall where I got it. I think I only tried it one time, and I honestly don’t remember how it played, which I suppose in and of itself isn’t a ringing endorsement.
Today in 1902, US Patent 711162 A was issued, an invention of Joseph Holbach, for his “Beer-Barrel-Tapping Device.” There’s no Abstract, although in the description it includes this summary:
The object of this invention is to provide an efficient and convenient device for tapping a beer-barrel and drawing off the beer without injury to or loss or escape of the beer; and with this and other objects in view the invention consists in a device of the class specified constructed as hereinafter described an claimed.
Today in 1890, US Patent 438328 A was issued, an invention of William J. Seib, for his “Apparatus For Brewing.” There’s no Abstract, although in the description it includes this summary:
My invention relates to an improvement in apparatus for use in collecting, condensing, and storing the essential oil and aromatic properties of hops to save them, and which is, therefore, especially serviceable for the particular purpose for which I have invented it namely, that of saving the aforesaid properties of the hops while they are being boiled with the wort in the manufacture of beer.
My present invention is particularly designed to afford an improvement in the construction of an apparatus for the same purpose as that set forth in the application of Carl Hoefner for Letters Patent of the United States No. 301,482, allowed on the 22d day of March, 1890. The construction of the apparatus therein described necessitates that the vapor from the kettle shall pass to the condenser and return by the same course to the storage-reservoir, which impairs the effectiveness of the condensation, since the liquid thereof has to pass under the influence of the rising heated vapor to gain access to the receptacle.
My object is to provide an apparatus for the purpose stated whereby this objection shall be obviated; and to this end my invention consists in the construction hereinafter set forth and claimed.
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.
