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AB InBev to Conclude $12bn SABMiller Acquisition in 2016

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Anheuser-Busch InBev “AB InBev” on Wednesday announced an agreement with Molson Coors Brewing Company “Molson Coors” regarding a complete divestiture of SABMiller plc’s “SABMiller” interest in MillerCoors LLC “MillerCoors”, a joint venture in the U.S. and Puerto Rico between Molson Coors and SABMiller the “MillerCoors Transaction”.

The total transaction is valued at 12 billion USD and is conditional on the completion of AB InBev’s previously announced acquisition of SABMiller the “SABMiller Transaction”.

The SABMiller Transaction is expected to complete in the second half of 2016, subject to satisfying the relevant regulatory clearances.

Under the terms of the purchase agreement, Molson Coors will acquire SABMiller’s 50% voting interest and 58% economic interest in MillerCoors.

Upon completion of the transaction, MillerCoors will become a wholly owned subsidiary of Molson Coors, and Molson Coors will have full control of the operations and resulting economic benefits of MillerCoors. 

Under the agreement, Molson Coors will acquire full ownership of the Miller brand portfolio outside of the U.S. and retain the rights to all of the brands currently in the MillerCoors portfolio for the U.S. market, including import brands such as Peroni and Pilsner Urquell.

The sale also includes the global Miller brand, currently sold in over 25 countries (including Canada, Colombia, Czech Republic, Ecuador, Mexico, Panama, Romania, Russia, South Africa and the United Kingdom), as well as related trademarks and other intellectual property rights.

Speaking on the development, Carlos Brito, chief executive officer of AB InBev, said, “Our combination with SABMiller is about creating the first truly global beer company and bringing more choices to beer drinkers in markets outside of the U.S. We are pleased to have reached this agreement with Molson Coors to divest SABMiller’s U.S. assets. We will continue to proactively address any regulatory concerns regarding our combination with SABMiller in other relevant markets.”

Also, Mark Hunter, president and chief executive officer of Molson Coors, said, “SABMiller has been an excellent partner for the past seven years and we are extremely proud of the organization that our teams have created. We have a deep passion for and understanding of the MillerCoors brands, strategy and culture and believe this transaction is the ideal outcome for this business. We look forward to continuing to provide our distributors, retailers and consumers with an extraordinary portfolio of brands.” 

Both the MillerCoors Transaction and the SABMiller Transaction are conditional upon the receipt of, among other things, customary regulatory approvals. 

In connection with this transaction, Lazard acted as lead financial advisor to AB InBev. Barclays has also provided financial advice to AB InBev.

Cravath, Swaine & Moore LLP and Freshfields Bruckhaus Deringer LLP acted as legal counsel.  

Prior to the completion of the SABMiller Transaction, neither AB InBev nor any AB InBev subsidiary or affiliate will possess any right, title or interest in or to the assets to be transferred by SABMiller to Molson Coors pursuant to the MillerCoors Transaction.

There can be no assurance that the MillerCoors Transaction or the SABMiller Transaction will occur or will occur on the contemplated timetable.    


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EFCC to Arraign Emefiele for Allegedly Printing N684.5m Notes with N18.96Bn Wednesday

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Economic and Financial Crimes Commission (EFCC) will arraign Godwin Emefiele, former governor of the Central Bank of Nigeria (CBN) on Wednesday for allegedly approving the printing of N684.5m at the rate of N18.96bn.

EFCC to Arraign Emefiele for Allegedly Printing N684.5m Notes with N18.96Bn Wednesday

The arraignment was originally scheduled for April 30, 2024, but was rescheduled following the agreement of the court and the parties.

In the four-count charge filed against him, the EFCC alleged that Emefiele disobeyed the direction of law with intent to cause injury to the public during his implementation of the naira swap policy of the administration of former President Muhammadu Buhari.

The anti-graft agency also accused Emefiele of unlawfully approving the withdrawal of N124.8 billion from the Consolidated Revenue Fund of the Federation.

The former CBN governor will be arraigned on these counts before Justice Maryann Anenih of the FCT High Court, Abuja.

This arraignment will bring to three the number of charges pending against the former CBN governor.

On Nov. 17, 2023, Emefiele was arraigned before Justice Hamza Muazu on a six-count charge of procurement fraud to which he pleaded not guilty.

He was also accused of abusing his office by approving a contract for the acquisition of 43 vehicles totalling N1.2 billion from 2018 to 2020.

On April 8, 2024, the EFCC also arraigned the former banker alongside one Henry Omoile before Justice Rahman Oshodi of the Special Offences Court sitting in Ikeja, Lagos for an alleged $4.5bn and N2.8bn fraud.

He’s also pleaded not guilty to the charge.

The new charge, dated April 2, 2024, was filed by the EFFC prosecutor Rotimi Oyedepo (SAN) alongside eight other lawyers acting on behalf of the Attorney General of the Federation.

Counts one to four of the charge, reads,  “STATEMENT OF OFFENCE: Public Servant disobeying direction of law with intent to cause injury to the public contrary to and punishable under Section 123 of the Penal Code Law, Cap. 89 Laws of the Federation, 1990.

“PARTICULARS OF THE OFFENCE: That you GODWIN IFEANYI EMEFIELE between the 19th day of October 2022 and 5th March 2023 in Abuja, knowingly disobeyed the direction of Section 19 of the CBN Act, 2007, by approving the printing of N375,520,000.00 pieces of colour swapped N1, 000, at the total cost of N11,052, 068,062 without the recommendation of the Board of Central Bank and the strict approval of the President, Federal Republic of Nigeria which conduct of yours caused injury to the public and you thereby committed an offence.”

COUNT 2: “That you, GODWIN IFEANYI EMEFIELE, between the 19th of October 2022 and 5th March 2023 in Abuja, knowingly disobeyed the direction of Section 19 of the Central Bank of Nigeria Act, 2007, by approving the printing of 172,000,000 pieces of colour swapped N500 (Five Hundred Naira) Notes, at the total cost of N4, 471,066,040 without the recommendation of the Board of Central Bank and the strict approval of the President, Federal Republic of Nigeria which conduct of yours caused injury to the public and you thereby committed an offence.

COUNT 3: “That you GODWIN IFEANYI EMEFIELE between the 19th day of October 2022 and 5th March 2023 in Abuja, knowingly disobeyed the direction of Section 19 of the CBN Act, 2007, by approving the printing of 137,070,000 pieces of colour swapped N200 (Two Hundred Naira) Note, at the total cost of N3, 441, 005, 280 without the recommendation of the Board of Central Bank and the strict approval of the President, Federal Republic of Nigeria which conduct of yours caused injury to the public and you thereby committed an offence.”

COUNT 4: “That you, GODWIN IFEANYI EMEFIELE, on or about the 7th day of October 2020, in Abuja, within the jurisdiction of this Honorable Court, knowingly disobeyed the direction of Section 80 of the Constitution of the Federal Republic of Nigeria, 1999 (As Amended), by approving the withdrawal of the total sum of N124, 860, 227, 865.16 from the Consolidated Revenue Fund of the Federation in a manner not prescribed by the National Assembly, which conduct of yours caused injury to the public and you thereby committed an offence.”

 


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KPMG Says Higher Taxes Don’t Necessarily Lead to Sustainable Growth

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KPMG, a global tax and advisory firm, has said that “no country can tax its way to prosperity,” adding that there is empirical evidence to prove that higher taxes do not lead to sustainable growth.

KPMG Says Higher Taxes Don’t Necessarily Lead to Sustainable Growth

KPMG criticised the actions of the Central Bank of Nigeria (CBN) regarding its move to implement a cybersecurity levy.

It noted that the timing of the implementation of the section of the Act is wrong considering the prevailing economic conditions in the country.

It stated that because Nigeria faces a significant revenue challenge, the government may go to any length to mobilise the required revenue. However, it was noted that higher taxes do not lead to sustainable growth.

It highlighted that even though the cybercrime levy is not new—it has existed since 2015—the timing of its implementation is suspect, considering prevailing economic challenges.

“The timing of any reforms is essential to the success of such reforms. This underscores the current public resistance to the implementation of the levy. This is certainly not the right time to implement this levy,” it said.

It stated that various reports have indicated that the government may raise about N3 trillion annually from the levy, but the government should have made a formal presentation to the public of the cost and benefit analysis. “It is always critical that the enactment of any tax or levy be accompanied by the tax expenditure statement to provide information as to whether the benefits of such tax or levy outweigh its cost,” it said.

KPMG also questioned how the implementation of the act would drive financial inclusion in the country, given the fear that individuals and businesses would resort to other forms of transaction.

Last week, the CBN asked banks and payment service providers to begin deducting 0.5 percent from electronic transactions as a cybersecurity levy to be managed by the Office of the National Security Adviser (ONSA).

President Bola Tinubu has now urged the CBN to suspend the implementation of this levy and called for a review.


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Firm Identifies Significant Security Risks in Widely used Cinterion Modems

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Kaspersky ICS CERT researchers have detected critical vulnerabilities in Cinterion cellular modems. The discovery showcases flaws that allow a remote unauthorised attacker to execute arbitrary code, constituting a major threat to millions of industrial devices. Kaspersky experts presented details on these vulnerabilities at OffensiveCon in Berlin, on May 11.

Kaspersky ICS CERT identified severe security vulnerabilities in Cinterion cellular modems, widely deployed in millions of devices and vital to global connectivity infrastructure.

These vulnerabilities include critical flaws that permit remote code execution and unauthorised privilege escalation, posing substantial risks to integral communication networks and IoT devices foundational to industrial, healthcare, automotive, financial and telecommunications sectors.

Among the vulnerabilities detected, the most alarming is CVE-2023-47610, a heap overflow vulnerability within the modem’s SUPL message handlers. This flaw enables remote attackers to execute arbitrary code via SMS, granting them unprecedented access to the modem’s operating system.

This access also facilitates the manipulation of RAM and flash memory, increasing the potential to seize complete control over the modem’s functionalities—all without authentication or requiring physical access to the device.

Further investigations exposed significant security lapses in the handling of MIDlets, Java-based applications running on the modems.

Attackers could compromise the integrity of these applications by circumventing digital signature checks, enabling unauthorised code execution with elevated privileges.

This flaw poses significant risks not only to data confidentiality and integrity, but it also escalates the threat to broader network security and device integrity.

“The vulnerabilities we found, coupled with the widespread deployment of these devices in various sectors, highlight the potential for extensive global disruption. These disturbances range from economic and operational impacts to safety issues.

“Since the modems are typically integrated in a matryoshka-style within other solutions, with products from one vendor stacked atop those from another, compiling a list of affected end products is challenging.

“Affected vendors must undertake extensive efforts to manage risks, with mitigation often feasible only on the telecom operators’ side. We hope that our in-depth analysis will help stakeholders implement urgent security measures and establish a valuable reference point for future cybersecurity research,” says Evgeny Goncharov, head of Kaspersky ICS CERT.

To counter the threat posed by the CVE-2023-47610 vulnerability, Kaspersky recommends the only reliable solution: disabling nonessential SMS messaging capabilities and employing private APNs with strict security settings.

Regarding the other zero-day vulnerabilities registered under CVE-2023-47611 through CVE-2023-47616, Kaspersky advises enforcing rigorous digital signature verification for MIDlets, controlling physical access to devices, and conducting regular security audits and updates.

In response to these discoveries, all findings were proactively shared with the manufacturer prior to public disclosure. Cinterion modems, originally developed by Gemalto, are cornerstone components in machine-to-machine (M2M) and IoT communications, supporting a wide array of applications from industrial automation and vehicle telematics to smart metering and healthcare monitoring.

Gemalto, the initial developer, was subsequently acquired by Thales. In 2023, Telit acquired Thales’ cellular IoT products business, including the Cinterion modems.


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