Documents exploring a bid by Interbrew for South African Breweries argue that the deal would stop SAB falling into rival hands, while the leak of the details may suggest attempts to sabotage it.
The documents, prepared by investment banks Goldman Sachs and Lazards for presentation to the Interbrew board, were sent anonymously to Reuters today. Goldman, Lazards and Interbrew declined to comment on the contents of the documents.
Interbrew put out a brief statement saying it was looking at a possible bid for SAB but had made no approach. The Financial Timesearlier reported that Interbrew was plotting a bid to create the world's second biggest brewer.
Dated November, 2001, the papers argue a tie-up between Belgium's Interbrew, the world's third-biggest brewer, and London-based SAB, the fifth largest, would bring few cost savings.
The analysis outlines the benefits of combining SAB, codenamed "Zulu", and Interbrew, codenamed "Ice", to create a combination called "Diamond" and prevent a rival combination referred to as "Scar".
The paper, "Acquisition of Zulu by Ice", describes Scar as a nil-premium merger between SAB and Scottish and Newcastle with the simultaneous acquisition of Miller, owned by Philip Morris. It also points out the risks from Thistle, a counter bid by S&N for SAB.
It argued an Interbrew-SAB combination would create a leading global brewer with major businesses in the growth markets of eastern Europe and China, and give it increased firepower to do future deals.
The documents said Interbrew could offer 100 per cent stock for SAB or a 50-50 stock-cash split, and a deal would lead to further acquisition-led growth.
In a separate sheet of paper attached to the document, it said an Interbrew board meeting was scheduled for December 3rd when Interbrew would announce a £4.6 billion sterling (€6.58 billion) stock deal for SAB at a 30-per cent premium.
It added that SAB shareholders would hold 36.7 per cent of the new entity, receiving one Interbrew share for each three SAB shares held.
But banking sources said there was no Interbrew board meeting scheduled for December 3rd, and the leaking of the documents appeared to be an attempt to scuttle any attempt to push through a merger.