Starbev Gp Ltd v Interbrew Central European Holdings BV

Starbev Gp Ltd v Interbrew Central European Holdings BV

The correct Investment Amount under the CVR is €717,489,388.03, including acquisition costs and advisory fees, as all cash invested was applied in acquiring Relevant Interests. ICEH was not estopped from disputing the Investment Amount, as there was no duty to speak and no unconscionable conduct. The convertible Note issued by Molson Coors was structured with the dominant purpose of reducing payments due to ABI, thus engaging the anti-avoidance provisions of the CVR. Subsequent Excess Equity Returns are to be calculated using the threshold applicable at the time of receipt, not locked to the threshold at the Trigger Event.

Parties
Claimant: Starbev GP Limited; Defendant: Interbrew Central European Holdings BV
Jurisdiction
England and Wales
Judgment Date
29 April 2014
Procedural Posture
Commercial Dispute / Judgment
Outcome
Declaratory relief granted in part to both parties.
Legal Topics
Deferred Consideration, Estoppel by Convention, Anti Avoidance Provisions, Contractual Interpretation, M&a Transaction Structuring
Contract Law Commercial Law Deferred Consideration Estoppel by Convention Anti Avoidance Provisions Contractual Interpretation M&a Transaction Structuring

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Parties

Starbev GP Limited

Claimant

Interbrew Central European Holdings BV

Defendant

Procedural Posture

Commercial Dispute / Judgment

Legal Issues

  1. 1 Correct calculation of 'Investment Amount' under CVR
  2. 2 Whether estoppel by convention prevents ICEH from disputing Investment Amount
  3. 3 Application of anti-avoidance provisions to convertible Note

Ratio Decidendi

The correct Investment Amount under the CVR is €717,489,388.03, including acquisition costs and advisory fees, as all cash invested was applied in acquiring Relevant Interests. ICEH was not estopped from disputing the Investment Amount, as there was no duty to speak and no unconscionable conduct. The convertible Note issued by Molson Coors was structured with the dominant purpose of reducing payments due to ABI, thus engaging the anti-avoidance provisions of the CVR. Subsequent Excess Equity Returns are to be calculated using the threshold applicable at the time of receipt, not locked to the threshold at the Trigger Event.

Court Disposition

Declaratory relief granted in part to both parties.

Orders

  • Declaration that the Investment Amount is €717,489,388.03.
  • Declaration that ICEH is not estopped from disputing the Investment Amount.