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LONDON. — SABMiller’s two biggest shareholders are split over Anheuser-Busch InBev’s latest £65 billion bid for its main rival, threatening a deal that would create a dominant brewer producing one in three beers drunk globally. AB InBev, the world’s largest beer maker, was yesterday forced by the UK’s Takeover Panel to clarify that it does not have the support of BevCo, the holding company of Colombia’s Santo Domingo family which controls a 15 percent stake in SABMiller.

The clarification came after Altria, the tobacco company and SAB’s largest shareholder with 27 percent, had earlier voiced its backing for AB InBev’s latest offer. “Altria supports a proposal of £42,15, or higher, with a partial share alternative and, subject to finalisation of terms, would be prepared to elect the partial share alternative.”

SABMiller’s board rejected the offer within hours, saying it “very substantially” undervalued the London-listed brewer. This language typically indicates a company is seeking an offer that is at least 10 percent higher.

In a statement to the London Stock Exchange earlier yesterday, SABMiller said: “AB InBev needs SABMiller but has made opportunistic and highly conditional proposals, elements of which have been deliberately designed to be unattractive to many of our shareholders.” AB InBev said it was disappointed with the lack of engagement from its smaller rival and urged its shareholders to persuade the company to accept its latest bid.

The Belgian-Brazilian brewer said it previously had two offers rejected, one at £38 per share and one at £40. The new offer would value SABMiller, including debt, at £72 billion, representing a 44 percent premium to its share price before AB InBev made its interest known.

If AB InBev succeeds, it would be the third-largest M&A transaction in history, according to Dealogic. Shares in SABMiller were up 1 percent at £36,61 at midday in London, while AB InBev shares gained 2 percent to €100.

The bid by the world’s top beer maker to buy its biggest rival is the most ambitious step yet for AB InBev, which has a long history of acquisitions. AB InBev is seeking to combine its stable of global brands, including Budweiser, Stella Artois and Corona, with SABMiller’s long list of popular emerging market beers.

Carlos Brito, AB InBev chief executive, said: “We didn’t get any meaningful engagement from the board going the private route. “With the put up or shut up deadline (when AB InBev would have to make a formal bid or withdraw) approaching, we thought it important for SABMiller shareholders to understand . . . it’s an amazing price.”

How offer ranks in top deals on record
1) Vodafone AirTouch/ Mannesmann — $172bn (November 1999).

2) Verizon Communications/Verizon Wireless — $130bn (September 2013).

3) AB InBev/SABMiller — $117bn (e) (October 2015).

4) AOL/Time Warner — $112bn (January 2000).

5) Pfizer/Warner-Lambert — $111bn (November 1999)

AB InBev has also added a partial share alternative to the cash offer, where shareholders would receive £2,37 in cash and 0,48 restricted AB InBev shares in return for every SABMiller share. The restricted shares would be subject to a five-year lock-up and would be unlisted. Due to the lower value of the share offer, AB InBev said it expected most SABMiller shareholders to choose the cash offer.

Mr Brito said the company had held “extensive discussions” with large SAB shareholders such as Altria and BevCo, the holding company of Colombia’s Santo Domingo family. “The partial share alternative was designed with and for them,” he added.

Phil Carroll, analyst with Shore Capital, said the new offer was a “good deal” for shareholders. “Ultimately we expect a deal to be agreed, although the dance could continue for a while yet.” However, James Edwards Jones, analyst at RBC Capital Markets, said the cash and share offer worked out at an average of £40,24 per share — “some way below what we would regard as a knock-out bid”.

A top 30 shareholder in SABMiller said: “There are worries about the cultural fit between these groups and whether this might raise anti-trust issues in some domiciles. But the cash offer is on the generous side and I think that will be a big consideration for some shareholders.” Mainstream brands have been increasingly under pressure in developed markets from the rising popularity of craft beers, often brewed by small independent producers.

AB InBev hopes a deal will help it gain exposure to fast-growing African markets, where SAB has long been the dominant supplier. The combined group would generate annual revenue of £64bn, and earnings before interest, tax, depreciation and amortisation of £24bn. AB InBev has retained as advisers Lazard and law firm Freshfields. SABMiller is being advised by Robey Warshaw, JPMorgan Chase, Morgan Stanley and Goldman Sachs. Its lead legal adviser is Linklaters. — FT.