* China approval conditional on joint venture stake sale
* CEO says SABMiller improved offer is compelling and final
* Q2 core profit $4.01 bln vs consensus $4.13 bln
* Brazil beer volume down 4.5 pct after 10 pct drop in Q1 (Updates after China commerce approval)
By Philip Blenkinsop and Ben Blanchard
BRUSSELS/BEIJING, July 29 (Reuters) - Brewer Anheuser-Busch InBev cleared a major hurdle towards its takeover of SABMiller with regulatory approval from China on Friday, leaving the acquisition’s future in the hands of the British company’s board.
China’s ministry of commerce said it had approved the acquisition on condition that AB InBev fulfilled its commitment to sell SABMiller’s stake in Chinese beer joint venture CR Snow.
The maker of Budweiser, Stella Artois and Corona said the conditional clearance meant it had satisfied all pre-conditions following earlier green lights from EU, U.S. and South African authorities.
It is now waiting for the SABMiller board’s recommendation on a revised $100-billion-plus bid proposed on Tuesday. AB InBev added a pound per share to its cash offer to quash investor dissent over an offer made less attractive by a fall in the sterling following Britain’s vote in June to leave the European Union. It has also hiked its share-and-cash alternative by 88 pence.
“This offer is final and cannot be increased or otherwise changed,” Chief Executive Carlos Brito told a conference call after the company’s second-quarter results. “We believe the revised and final offer represents a compelling opportunity for all SABMiller shareholders.”
SABMiller, with prized Latin American and African markets, has told employees to pause the integration of its operations with those of AB InBev as the board weighs the sweetened offer.
Nevertheless, Brito said the two companies had made significant progress together since November on regulatory issues, bond financing and asset disposals in the United States, China and Europe, as well as general integration planning.
“It remains our objective to close the transaction in 2016,” he said, declining to give further details on the planned takeover.
AB InBev’s shares have yo-yoed according to the market’s perception of the chances of a deal, which AB InBev needs to cement future growth. It would also take a big hit on its pound hedges if the takeover fell through.
The shares fell sharply on Thursday after reports of SABMiller’s integration pause, and were up 2.9 percent on Friday after reports that a number of activist shareholders broadly backed the deal.
Those include Elliott Capital Advisors, which has built up a stake in recent weeks.
Aberdeen Asset Management on Tuesday called the offer unacceptable, but AB InBev already has the backing of the two largest shareholders - Altria and Bevco, the Santo Domingo family investment vehicle - hold almost 41 percent.
Marshall Wace LLP, controlling just over 1 percent of SABMiller stock, said on Friday it supported the offer.
“We are at a natural point for this business to move on and become part of a bigger company, so to reject this now, you just wonder what things would be like,” said one of SABMiller’s 20 largest investors who declined to be named
Societe Generale analyst Andrew Holland said if the offer failed then SABMiller shares would fall back to 40 pounds or below and it would be a hard task for the company to recover that value.
“If you bought in a long time ago at 10 pounds, you might be happy with 38, but more recent arrivals, of which there are a number, will see their value destroyed,” he said.
SABMiller shares were just below 44 pounds on Friday.
Brito was speaking after the company published its second-quarter results, exposing problems in Brazil and highlighting the attraction of the less-developed and high-growth African markets that a SABMiller takeover would offer.
AB InBev’s core profit in the second quarter rose 4.3 percent on a like-for-like basis to $4.01 billion, below the average Reuters poll forecast of $4.13 billion.
The company saw earnings growth in the United States and China, but margin decline in Mexico and lower beer sales in its second-largest market, Brazil, due to a downturn that has dragged on for more than a year.
The company sold 4.5 percent less beer in Brazil than a year earlier in April to June, an improvement from the 10 percent drop in the first quarter but below AB InBev’s own forecasts.
It said it expected Brazil revenue this year to be similar to the level of 2015, down from previous guidance of growth by a mid to high single-digit percentage.
But it also cut its guidance for cost of sales per hectolitre to a low single-digit percentage increase, from a mid-single digit rise seen before, due to savings on procurement and efficiency and greater use of returnable bottles in Brazil.
The company has forecast that its revenue per hectolitre overall will grow ahead of inflation, partly as it pushes drinkers over to more expensive beers, but with challenging conditions in Brazil and China. (Additional reporting by Sinead Cruise, Esha Vaish and Maiya Keidan; editing by Susan Thomas and David Evans)