SABMiller backs AB InBev offer for biggest-ever consumer merger

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By Martinne Geller

LONDON, July 29 (Reuters) - The board of brewer SABMiller (Amsterdam: MI8.AS - news) will recommend its shareholders approve a sweetened takeover offer by Anheuser Busch InBev, the company said on Friday, capping a week of high drama about the fate of the consumer industry's biggest-ever merger.

The deal, worth 79 billion pounds ($104.89 billion), remains to be voted on by shareholders. One prominent investor earlier in the week voiced opposition to the revised offer, saying it still undervalued the maker of beers including Castle Lager and Pilsner Urquell.

AB InBev added a pound-per-share to its cash offer on Tuesday to quash investor dissent over a deal that would also be Britain's biggest ever, but has been made less attractive by a fall in the sterling following Britain's vote in June to leave the European Union. It has also raised its share-and-cash alternative by 88 pence.

"The board's decision was difficult given changes in circumstances since the board originally recommended £44 per share in cash last November," said SAB Chairman Jan du Plessis. "We believe the final cash consideration of £45 per share to be at the lower end of the range of values considered recommendable."

"In reaching its decision, SAB's board considered the best interests of the company as a whole, taking into account all salient facts and circumstances," du Plessis said, adding that it had received extensive shareholder feedback.

The board said it plans to ask the UK court overseeing the process to treat its two largest shareholders Altria and Bevco as a separate class of shareholders. Under that scenario, three-quarters of both classes would need to approve the deal for it to pass.

AB InBev responded by saying it believes the proposed combination "represents a compelling opportunity for all SABMiller (Xetra: BRW1.DE - news) and AB InBev shareholders". ($1 = 0.7532 pounds) (Reporting by Martinne Geller in London; Editing by Elaine Hardcastle and David Stamp)