Sayenko Kharenko advised the

world’s largest brewing corporation in respect of creating of a joint venture

Sayenko Kharenko has acted as Ukrainian legal

counsel to Anheuser-Busch InBev S.A./N.V. (AB InBev) and SUN InBev Ukraine in relation

to the combination of the Russian and Ukrainian businesses and assets of AB

InBev and Anadolu Efes Biracilik ve Malt Sanayii AS (Efes), two of the world’s

largest brewing companies, and the creation of a joint venture. Cleary Gottlieb

Steen and Hamilton LLP acted as AB InBev’s global counsel, while Efes was

represented by Norton Rose Fulbright LLP.

Sayenko

Kharenko has acted as Ukrainian legal counsel to Anheuser-Busch InBev S.A./N.V.

(AB

InBev) and SUN InBev Ukraine in relation to the combination of the

Russian and Ukrainian businesses and assets of AB InBev and Anadolu Efes

Biracilik ve Malt Sanayii AS (Efes), two of the world’s largest

brewing companies, and the creation of a joint venture. Cleary Gottlieb Steen

and Hamilton LLP acted as AB InBev’s global counsel, while Efes was represented

by Norton Rose Fulbright LLP.

As

a result of the combination of the Russian and Ukrainian businesses, the joint

venture company AB InBev Efes BV will operate 14 brewing sayenko_kharenko_advised_the_worlds_largest_brewing_corporation_eng_1 factories (three of

which are located in Ukraine) and two malting plants through its subsidiaries.

With the approximate value of the combined Russian and Ukrainian businesses and

assets being around EUR 1.69 billion, the deal appears to be the biggest

joint venture in the beer industry and one of the most significant Ukrainian

M&A transactions over the last few years.

“The

market will become more competitive. Furthermore, we are sure that the

concentration shall positively impact the Ukrainian market. Initially, we will

be able to restore the brand portfolio of Efes Ukraine, which by itself will

enlarge the offer of products to consumers. Fans of Efes trademarks shall have

an opportunity to enjoy their favorite beer tastes again,” said Denis Khrenov,

the CEO of PJSC “SUN InBev Ukraine” in his comments to the media.

Sayenko

Kharenko provided full-scope legal support for the transaction, including

advising on complex corporate law matters, drafting and negotiating transaction

documents, assisting with transfer of IP assets in Ukraine, obtaining merger

clearance from the Antimonopoly Committee of Ukraine (AMC), providing deal implementation

support, pre-closing and closing assistance.

"This deal presented a number of legal and regulatory

challenges, especially from the competition law perspective. The complex deal

structure requiring several approvals from the AMC and novel approaches of the

competition authority in segmentation of the

relevant beer market threatened to delay business processes. Only efficient

coordination of all project teams and the business-oriented approach of the AMC

helped the parties secure merger clearance within less than five months and

accomplish all the restructuring steps ahead of schedule,” said Vladimir

Sayenko, Sayenko Kharenko partner heading the firm’s competition and

corporate/M&A practices.

AB

InBev is one of the world’s largest transnational beverage and brewing corporations.

Its brand portfolio includes, among others, Budweiser, Corona, Stella Artois,

Leffe, Hoegarden, Franziskaner Weissbier and Löwenbräu. Ukrainian brands

include Chernihivske, Rohan, Taller and Yantar.

Efes

is an international brewing company with products consumed in 70 countries of

the world. Its brand portfolio comprises such well-known trademarks as

Velcopopovicky Kozel, Miller, Beck’s and Efes.

Sayenko

Kharenko’s corporate team was led by counsel Dmytro Korbut with support from

associates Ilhar Hakhramanov and Mykola Lykhoglyad under the general

supervision of partner Oleksandr Nikolaichyk. Counsel Maksym Nazarenko, senior

associate Julia Kuyda and associate Igor Pomaz advised on antitrust matters

under the supervision of partner Vladimir Sayenko. Counsel Oleg Klymchuk

advised on IP law matters.