South African Breweries will end up paying a breakup fee of US$160 million if it backs out of its US$5.6 billion deal to buy Philip Morris Cos. Inc.'s Miller Brewing beer unit, Philip Morris said on Tuesday.

In a regulatory filing, Philip Morris, the world's No. 1 tobacco company, said it would be entitled to the breakup fee if SAB did not obtain shareholder approval for the deal by July 8, 2002, or if the transaction were not completed by July 31, 2003.

London-based South African Breweries, is paying US$3.6 billion in shares to Miller's owner, Philip Morris, and taking on Miller debt of US$2 billion. The deal will give US Marlboro cigarette and Kraft food group Philip Morris a 36% economic interest in SABMiller.