Beer giants Anheuser-Busch InBev and SABMiller are one step closer to creating a brewing behemoth.

The world’s two largest brewers said Tuesday they had reached an agreement on the key terms of a potential takeover offer after weeks of haggling.

A combined company would control 49.5 percent of the global market share in beer, according to estimates from IBISWorld. Heineken would trail the proposed combined company with 16.4 percent market share.

Under the terms of the potential all-cash offer, shareholders of London-based SABMiller would receive 44 pounds, or about $67, per share in cash. The total proposal was valued by The Wall Street Journal at $104.2 billion.

The offer is a 50 percent premium to SABMiller’s share price on Sept. 14, which was the last business day prior to speculation on AB InBev’s interest in the company.

SABMiller’s board has indicated to AB InBev that it would be “prepared unanimously to recommend” the offer to shareholders, according to a statement released by both companies.

Meanwhile, the board of AB InBev “fully supports” the terms of the potential offer, according to the statement.

A merger will likely be subjected to intense scrutiny from antitrust regulators.

In the proposed offer, Belgium-based AB InBev said it would agree to a “best efforts” commitment to obtain any regulatory clearances necessary to close the transaction. The company also said it would agree to pay a $3 billion break fee to SABMiller if the transaction failed to close due to inability to get regulatory clearances or the approval of AB InBev shareholders.

Nick Petrillo, an industry analyst with IBISWorld, said it was likely that SABMiller would have to sell its stake in MillerCoors, a joint venture with Molson Coors Brewing Co., to get antitrust approval in the U.S.

AB InBev makes more than 200 beers, including Budweiser and Stella Artois, and operates in 25 countries. SABMiller also makes more than 200 beers, including Miller Genuine Draft, and has operations in more than 80 countries.

“This is a move that’s mutually beneficial,” Petrillo said. “It’s going to allow these two companies to expand their outreach throughout the entire developed world.”

AB InBev has been particularly interested in expanding into Africa and India, places where SABMiller already has a presence, he said. For SABMiller, the lure is AB InBev’s massive brand portfolio, which is globally popular and can help it appeal to more markets.

What’s not a factor in this potential deal is the U.S. market, which has limited growth potential other than craft beer, Petrillo said. AB InBev has realized this and acquired several popular craft brewers such as Chicago’s Goose Island Beer Co. to offset the decline in its core brands.

“Both can agree that the U.S. as a market in general is just not a major concern for them,” Petrillo said. “And it’s because of that . that AB InBev was probably prompted to do this.”