MELBOURNE Shareholders in Foster's Group Ltd FGL.AX overwhelmingly backed SABMiller's SAB.L A$11.5 billion ($11.8 billion) deal to acquire the Australian brewer in a vote on Thursday, clearing the last hurdle for the takeover.
Proxy votes supporting the takeover came to 99 percent, Foster's said. Full details of all votes would be announced at around 0100 GMT.
"There is overwhelming support for the sale," Foster's Chairman David Crawford told shareholders at a meeting on Thursday.
"It is clear that the scheme resolution will be passed," he said, adding that it offered "certain cash proceeds in an uncertain global economic environment."
The takeover, which required approval of 75 percent of votes, had wide support from institutional investors.
In September, Foster's agreed to accept a sweetened offer after an acrimonious three-month battle by SABMiller to win over management. The A$5.40-per-share offer was an increase from an initial A$4.90-per-share approach.
Shareholders in Foster's, maker of Victoria Bitter, Carlton Draught and Pure Blonde, will also receive a final dividend of 13.25 cents under the deal.
"You are being provided with certainty as to the dollars you are receiving as opposed to the uncertainty of continuing to trade in these uncertain times," Crawford said.
SABMiller's biggest ever takeover deal puts it at the head of the Australian beer market with a near-50 percent share.
But traditional brewers are under increasing competition from smaller craft brewers in a local alcohol market expected to be worth around A$30 billion by 2016.
Foster's has been struggling with declining volumes as demand for traditional beers falls, and its market share has fallen from 55 percent.
Foster's split its wine business in May, paving the way for a sale of the beer business that boasts one of the industry's highest profit margins.
"Foster's has lost a lot of market share in beer, we embarked on a disastrous foray into wine at the wrong time with the wrong exchange rate with the wrong prices. That is the reason Foster's is being sold today for A$5.40 a share plus the dividend, and not A$6 to A$7 a share," said voter Geoff Reed to applause from other shareholders on Thursday.
Foster's last traded at A$5.37.
The Fosters deal is part of SABMiller's strategy of creating a global spread of businesses to add to operations in the emerging markets of Africa, Latin America, Asia and Eastern Europe, but also in the United States.
The London-based brewer of Peroni, Miller Lite and Grolsch launched its initial bid for Foster's at A$4.90 a share, on June 21 and then went hostile by taking the offer direct to shareholders at the same price on Aug 17, but Foster's rejected both as being too low.
($1 = 0.9734 Australian dollars)
(Reporting by Miranda Maxwell; Editing by Ed Davies)