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               A.  EXECUTIVE SUMMARY



               1.      IINTRODUCTION

               AB  InBev  is the world’s no. 1 brewer: as the  global  brewery industry stagnates, a new future is
               emerging in Africa,  where our global rivals  (Heineken, Guinness and SABMiller)  have played for

               decades. That we have no presence nor track record - and have now been forced to play catch-up in
               the African market - is our most fundamental strategic weakness! In part to respond, 12 months ago,
               we initiated the largest acquisition in our history –the US$105.5 billion premium (cash) offer for our
               fiercest rival and world no. 2 brewer –SABMiller; the deal is yet to close. Underpinning this are strategic

               benefits (costs and revenue synergies) that must accrue to the new entity, ‘Newco’; these will require
               a focused execution –otherwise, we would have dealt an irreversible damage to shareholder value!

               2.      TERMS OF REFERENCE

               Commissioned by the Board, this report prioritises and evaluates the strategic threats, opportunities,
               weaknesses as well as the embedded ethical dilemmas we face -and provides strategic advice.


               3.      PRIORITISATION

               Taking account of the impact, urgency and the SWOT analysis (Appendix 1), we prioritised the main
               issues as follows:


                 st
               1  Priority: Integration, Synergies and Execution Risk
               An acquisition typically fails if  the  synergies are overestimated,  or, they  fail to realise through
               integration.  Following the deal  announcement,  our share price rose by  only  1.8%,  instead of the
               expected  25%  -and  this  remains  uncorrected!  We are faced  with  major  execution  risks  in  the
               integration of both entities -cost overruns of as much as 54% and lower than expected synergies by

               as much as US$0.7billion; and we could miss our 4-year full integration target by over 2 years. This is
               priority 1 because should we not address these, we will not be able to obtain the requisite shareholder
               approval for the deal, much less raising the requisite finance. We need to apply a range of Earned

               Value and feedforward control techniques, to realise all synergies and secure a successful integration!

               2  Priority: Deal Funding Strategy and Group Financial Performance
                 nd
               We have made a major investment decision to spend US$105.5 billion of cash that we do not have
               (only US$6.8 billion available), so we need to immediately make a financing decision: should we raise
               the cash by debt or equity?  Both  methods  have  varying  implications for our group financial
                                                  nd
               performance targets. This is ranked 2  because the requisite finance can only be raised in a manner
               consistent with delivering on our annual financial targets; failing here will be a definite deal breaker as
               investors would not invest further. We recommend you go with 92% debt and 8% equity!

                                                       Developed by The CharterQuest Institute for 'The CFO Business Case Study Competition 2018'
                                                                          www.charterquest.co.za | Email: thecfo@charterquest.co.za
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