Last week, leadership at beer giant SABMiller was not thrilled with Anheuser-Busch InBev’s official marriage proposal, saying it “substantially” undervalued the company. But today Miller announced that the boards of both companies had reached an agreement on principle for a merger valued at $104.2 billion.

Perhaps nudged by shareholders at tobacco giant Altria, which owns about a quarter of Miller shares, the board of SABMiller said today it would unanimously recommend acceptance of InBev’s all-cash offer of around $67/share — a 50% premium over the stock price as of a month ago when the possible deal was first announced.

Altria and Miller’s other large shareholder, the Santo Domingo family of Colombia, will receive slightly less per share for their 41% of the company, but they will also receive some stock in the merged entity in return.

If the deal falls apart, AB InBev would be on the hook for a $3 billion “reverse break fee” payable to Miller.

That’s a substantial risk, given the regulatory hurdles this merger will face in the U.S. and abroad.

Stateside, both companies will likely have to sell off a number of brands to win over antitrust investigators. If AB InBev and SABMiller were allowed to combine without divesting any of their U.S. brands, the combined company would control around 70% of the American beer market.

As we’ve mentioned previously, the two companies appear to be okay with giving up some business in the U.S. and other markets where they both dominate store shelves. Instead, the idea is to create a truly global beer company — acquiring SABMiller’s African business gives AB InBev access to a market it has not dominated, while Miller brands could flow into AB InBev markets like South America, Central Europe, and Canada.

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