Sayenko Kharenko advised the world’s largest brewing corp. in respect of creating of a joint ventu

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.

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