LONDON • The world's largest brewer wanted to keep the biggest deal of the year under wraps.
Market chatter and the United Kingdom's unique takeover rules got in the way.
The Takeover Panel forced SABMiller to release a statement about an approach from larger rival Anheuser-Busch InBev after speculation on Tuesday sent London-based SABMiller's shares up as much as 4.1 per cent, according to two people with knowledge of the matter, who asked not to be identified as the information is private.
SABMiller is open to discussing the potential offer as its options for consolidation narrow in a stagnant brewing industry, sources said.
No proposal has yet been received and there can be no certainty that an offer will be made, SABMiller said in a statement on Wednesday.
This triggers a 28-day timeline for a formal, fully financed bid.
Stringent rules on disclosure require a company to confirm or deny any hint of a deal, whether that comes from an anonymously sourced news article or unusual stock movement.
Known as the put-up-or-shut-up rule, if AB InBev decides to walk away from the transaction it cannot come back for six months.
The Takeover Panel, the world's oldest acquisition oversight body, introduced the rules in 2011. The UK's rules are more stringent than those in the United States, where firms are not subject to disclosure requirements and can simply refuse to comment on speculation or stock moves.
"Bidders are reluctant to start a process because of the rules," said professor of law and economics John Coates at Harvard University.
That was not the case with AB InBev and its long-awaited pursuit of SABMiller.
AB InBev, whose market value is more than double that of SABMiller, said on Wednesday it intends to make an offer for the company, which would unite the world's two biggest beer makers with combined annual sales of about US$81 billion (S$113 billion).
SABMiller's management would consider an offer that provides good value for shareholders, the sources said, asking not to be named as details are not public.
An offer for SABMiller would probably have to be at least a 30 per cent premium to its stock price before Tuesday's rise, or more than £39 per share, according to an analyst note from Sanford C. Bernstein. That would value SABMiller at £63 billion (S$137 billion), according to data compiled by Bloomberg.
A combination would help both brewers combat a slowdown in developed markets like the US and Europe, where drinkers are seeking out craft brews or wine and spirits instead of beer.
AB InBev would gain access to over US$7 billion of revenue in Africa with brands including Castle lager and almost US$4 billion of sales in Asia if it bought SABMiller, reducing the beer giant's dependence on the Americas and Brazil.
A deal would cement an acquisition spree by AB InBev that has seen the company involved in proposed and completed mergers worth about US$129 billion in the last two decades.