SABMiller’s two largest shareholders, AB InBev offered the U.S. tobacco company Altria and BevCo, an investment vehicle of the Santo Domingo family, a cash-and-stock deal that allows them to remain invested in the beer industry while avoiding taxes on a large cash payout. Other shareholders will receive a cash payment for their shares in British pounds.
The value of the cash offer declined in relation to the cash-and-stock deal as the pound weakened against the euro after the EU vote.
A group of smaller investors led by Aberdeen Asset Management opposed the deal, saying it undervalued SABMiller and left them at a disadvantage to Altria and BevCo, which together own about 40 percent of the company. In response, SABMiller agreed to recognize two classes of investors, with the deal requiring approval from 75 percent of smaller shareholders.
A British court must still approve the measure next week, but the hearing is largely considered uncontentious.
Aberdeen issued a statement expressing disappointment but said it took comfort in securing a better deal for its clients — even though it argued the final price undervalued SABMiller.
“We take seriously our responsibilities as stewards of our clients’ capital and will continue to flag governance issues when appropriate with the companies we invest in,” it said. “AB InBev has acquired a great company at an attractive price and we hope that the combined business will prosper.”

