Asahi Europe Ltd entered into a sale and purchase agreement to acquire The Fuller's Beer Company Ltd from Fuller, Smith & Turner P.L.C. (LSE:FSTA) for £250 million on January 25, 2019. The acquisition was done for total cash consideration on a debt free, cash free enterprise value basis. The consideration payable is subject to customary adjustments based on the amount of working capital, debt and cash. Under the terms of the transaction, Asahi Europe will acquire the brands of the beer business (including "London Pride") and will receive the benefit of a license, on a perpetual, global, exclusive and royalty-free basis, to use certain trade marks (including the "Fuller's" name, logo and cartouche) for the provision of beverages. The transaction also includes the entirety of Fuller's beer, cider and soft drinks brewing and production, wine wholesaling, as well as the distribution thereof, and also includes the Griffin Brewery, Cornish Orchards, Dark Star Brewing and Nectar Imports. Ownership of the licensed trade marks will be retained by Fuller, Smith & Turner. The sale does not include the Fuller’s pubs and hotels business. In case of termination, Asahi Europe will pay a termination fees of £2.5 million to Fuller, Smith & Turner and Asahi Europe will receive a termination fees of £2.5 million from Fuller, Smith & Turner. The transaction represents a multiple of 23.6x EBITDA. For the 52 weeks ending March 31, 2018. The Fuller's Beer Company had EBITDA of £10.6 million, revenue of £152.9 million and net assets of £49.2 million for the 52 weeks ending March 31, 2018. Simon Dodd will resign as Managing Director of Fuller's Beer Company and as a Director of Fuller Smith & Turner PLC. Richard Fuller will resign as Corporate Affairs Director but will remain on board as a Non-Executive Director. The transaction is conditional upon the passing of two inter-conditional ordinary resolutions approving the transaction, approval of the resolutions by the A, B and C ordinary shareholders as well as the A ordinary shareholders at the extraordinary general meeting, completion of a corporate reorganization by Fuller, Smith & Turner's to transfer certain assets and liabilities of its Beer Business to The Fuller's Beer Company Ltd and obtaining a relevant confirmation from the UK Competition and Markets Authority. As of March 28, 2019, the the antitrust condition has been satisfied and the Board of Fuller has unanimously recommended the shareholders to vote in favor of the transaction. The Directors have each irrevocably undertaken to vote at the meeting. Certain other Ordinary Shareholders have given irrevocable undertakings to vote at the meeting. As of April 24, 2019, the transaction is approved by the shareholders of Fuller, Smith & Turner. The transaction is expected to complete in the first half of 2019. As of March 28, 2019, the deal is expected to close on April 27, 2019 and the long stop date has been set at July 31, 2019. The Board of Fuller, Smith & Turner also intends to use some of the net cash proceeds to make a contribution to the pension scheme and the remaining funds will be used to grow and further develop Fuller's pubs and hotels business and invest in carefully selected acquisition opportunities that enhance Fuller's premium offering. Fuller also expects to return a total amount between £55 million and £69 million of the net proceeds to ordinary shareholders. The sale is expected to have a dilutive effect on the earnings per share in the first full year following completion. The acquisition is not expected to have a material impact on Asahi’s non-consolidated and consolidated financial results for the fiscal year ending December 31, 2019. Akeel Sachak and Jonathan Dale of N M Rothschild & Sons Limited acted as financial advisors while Freshfields Bruckhaus Deringer LLP acted as legal advisor to Fuller, Smith & Turner. Ben Higson, Peter Watts, Karen Hughes, Suyong Kim, Paul Castlo, Ed Bowyer, Edward Brown, Sahira Khwaja, Nicola Fulford, Kiran Khetia, Dan Norris and Jacky Scanlan-Dyas of Hogan Lovells acted as legal advisors to Asahi Europe Ltd. Ernst & Young LLP acted as due diligence provider to Fuller, Smith & Turner P.L.C.