DEAL OF THE WEEK – SOUTH AFRICAN BREWERIES

Cleary joins Lovells on SAB's Miller purchase

Cleary Gottlieb Steen & Hamilton has advised South African Breweries (SAB) for the first time and is working closely with SAB's longstanding adviser Lovells on the acquisition of Miller Brewing Company from Philip Morris.
SAB is the fourth-largest brewer in the world, but the acquisition will take the newly-named SABMiller to second place.
The purchase of Miller from Philip Morris will provide 430 million new shares to Philip Morris, which will give it a 36 per cent economic interest in SAB and 24.99 per cent voting rights.
Miller has a total enterprise value of around $5.6bn (£3.8bn), based on the SAB share price on 29 May and Miller's $2bn (£1.4bn) of outstanding debt.
Corporate partner John Davidson led the Lovells team, which was lead adviser to SAB. Davidson was supported by seven other partners and the deal involved 66 Lovells lawyers in 10 countries. The firm also worked closely with Cleary's team and a number of other local firms in overseas jurisdictions.
“Miller, although predominantly making sales in the US, does export to a wide range of other countries, where we had to look at competition issues,” said Davidson.
The Cleary team was brought in to provide specialist advice on US issues. “It was a very big acquisition document,” Davidson said. “Although it was a UK law document, it involved a lot of US specialist areas, for example employment and property-related matters.”
Cleary lawyers from the firm's New York, Washington DC and London offices participated, providing advice regarding US antitrust, employee benefits, intellectual property, environmental and property-related matters.
The Cleary team was led by New York M&A partner Victor Lewkow and London tax partner James Duncan. It is understood that Cleary was recommended by the company's financial advisers and by Lovells.
Lovells has acted as SAB's primary adviser since 1998, working on a series of transactions commencing with SAB's £3.4bn listing on the London Stock Exchange in March 1999.
It is understood that Lovells will continue to act as the company's main adviser in the UK. However, a spokesperson for the company suggested that Cleary might be used again for US work.
Domenic De Lorenzo, SAB's senior manager of corporate finance and developments, headed the company's negotiating team advising the firm. SAB does not have an in-house counsel; most of the company's instructions come from group secretary Andrew Tomkinson.
Philip Morris was represented by Clifford Chance, Wachtell Lipton Rosen & Katz and DC-based Sutherland Asbill & Brennan, which advised on tax issues.
The Clifford Chance team, led by London partner David Childs, advised on M&A issues. The firm has acted for Philip Morris since the 1960s.