Anheuser-Busch Companies, LLC signed an agreement to acquire remaining 68.9% stake in Craft Brew Alliance, Inc. (NasdaqGS:BREW) for approximately $230 million on November 11, 2019. As part of the consideration, Anheuser-Busch will acquire the remaining stake for $16.5 per share, in cash. The restricted stock unit (RSU) will be given the same $16.5 per share consideration and options will be valued at the difference between exercise price and offer per share. As of date, Anheuser-Busch owns 31.2% stake in Craft Brew Alliance. As part of the transaction, Craft Brew would join Brewers Collective, a business unit of Anheuser-Busch. In connection with the termination of the agreement under specified circumstances, including as a result of a change in the recommendation of the Board of Directors of Craft Brew, Craft Brew shall pay a termination fee of $9 million. Anheuser-Busch will be required to pay a termination fee equal to $15 million in the event the agreement is terminated due to failure to satisfy the antitrust-related conditions. The transaction is subject to customary closing conditions and subject to approval of majority of Craft Brew’s shareholders not affiliated with Anheuser-Busch, the expiration or termination of all applicable waiting periods under the HSR Act and certain regulatory approvals. The Boards of Directors of both Craft Brew and Anheuser-Busch approved the transaction. Craft Brew formed a special committee to evaluate the transaction which consisted of independent directors Timothy P. Boyle, Marc J. Cramer, Paul D. Davis, Kevin R. Kelly, David R. Lord (Chairman) and Ms. Jacqueline S. Woodward. Craft Brew based on the recommendation of the special committee, has by unanimous vote of the Directors, stated that it is in the best interests of Craft Brew and its shareholders and declared it advisable to enter into this agreement and approved the execution and delivery by Craft Brew of this agreement. As of November 11, 2019, Goldman Sachs & Co. rendered to the special committee its opinion to the effect that, the offer per share to be paid to the of shares of Craft Brew Alliance pursuant to the agreement was fair from a financial point of view to such holders. As of December 20, 2019, the Board of Craft Brew Alliance unanimously recommended that its shareholders vote in favor of the transaction. The shareholders’ meeting of Craft Brew Alliance is scheduled on February 25, 2020. On February 25, 2020, shareholders of Craft Brew Alliance approved the transaction. As of September 18, 2020, the transaction has been conditionally approved by the US Department of Justice. The transaction is expected to close in 2020. The closing of the transaction is expected to occur after receipt of required regulatory clearance and satisfaction of other customary conditions and the closing of the transaction is expected to occur no later than the end of 2020. As of September 18, 2020, the transaction is expected to close in the coming weeks. Vanya Kasanof, Kieran Ryan and Barbara Major of Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Craft Brew Alliance and Utku Onsipahioglu, Alexander Hecker, Mario Skoff and Savic Slobodan of Lazard acted as a financial advisor to Anheuser-Busch Companies, LLC. Mark Gordon, Alexander Lewis, Nelson Fitts, Adam J. Shapiro and Deborah L. Paul of Wachtell, Lipton, Rosen & Katz acted as legal advisors to Craft Brew Alliance. Frank J. Aquila, George J. Sampas, Matthew M. Friestedt, Ron Creamer, Eric Wang, Nader Mousavi, Matthew Brennan of Sullivan & Cromwell LLP, Josh Gaul of K&L Gates and Deborah A. Garza of Covington & Burling LLP acted as legal advisors to Anheuser-Busch Companies, LLC. Steven Sunshine and Steven Albertson of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Anheuser-Busch Companies, LLC. MacKenzie Partners, Inc. acted as proxy solicitor for Craft Brew Alliance and will be paid a fee of $25,000. Goldman Sachs & Co. LLC will receive a fee of approximately $5.9 million, all of which is contingent upon completion of the merger. Computershare Shareowner Services LLC acted as transfer agent to Craft Brew Alliance. Anheuser-Busch Companies, LLC completed the acquisition of remaining 68.9% stake in Craft Brew Alliance, Inc. (NasdaqGS:BREW) on September 30, 2020. The consideration was funded by Anheuser-Busch Companies through existing debt facilities. Upon closing of the transaction, Craft Brew Alliance became wholly owned subsidiary of Anheuser-Busch Companies. Common shares of Craft Brew Alliance will cease trading on the NASDAQ Global Select Market effective September 30, 2020. Timothy P. Boyle, Marc J. Cramer, Paul D. Davis, Matthew E. Gilbertson, Kevin R. Kelly, David R. Lord, Nickolas A. Mills and Jacqueline S. Woodward resigned from their positions as members of the Board of Directors of Craft Brew Alliance and from any and all committees of the Board of Directors on which they served. Andrew J. Thomas (in capacity as Chief Executive Officer), Derek Y. Hahm (in capacity as Vice President, Sales and Brewpubs), Kenneth C. Kunze (in capacity as Vice President, Chief Marketing Officer), J. Scott Mennen (in capacity as Vice President, Chief Operating Officer), Daniel J. Partelow (in capacity as Vice President, Commercial Development), Peter W. Schauf (in capacity as Vice President, International), Marcus H. Reed (in capacity as Corporate Secretary) and Mary Ann Frantz (in capacity as Assistant Secretary) ceased to serve in their respective positions for Craft Brew Alliance. Andrew J. Thomas will serve as General Manager of Kona Brewing Co.’s mainland operations and regional Brewers Collective brands based in the eastern U.S. Christine Perich, formerly Chief Financial and Strategy Officer for Craft Brew Alliance, will serve as General Manager of regional breweries on the west coast. Former Craft Brew Alliance employees will join into various functions within the organization.