SAO PAULO, Brazil, Nov. 8 /PRNewswire-FirstCall/ -- Companhia de
Bebidas das Americas - AmBev ("AmBev") (BOVESPA: AMBV4, AMBV3) and (NYSE:
ABV, ABVc) announced today that its board of directors has approved a plan
to make a voluntary offer to purchase any and all Class A shares and Class
B shares (including Class B shares held as American Depositary Shares
("ADSs")) of its subsidiary Quilmes Industrial (Quinsa), Societe Anonyme
("Quinsa") that are not owned by AmBev or its subsidiaries. AmBev
indirectly owns approximately 97% of the voting interest and approximately
91% of the economic interest in Quinsa.
The commencement of the offer is subject to the prior approval of the
offer to purchase by the Commission de Surveillance du Secteur Financier
(the "CSSF") in Luxembourg. The offer will commence as soon as practicable
after the CSSF's approval. The offer will also comply with applicable U.S.
Securities Law, including the disclosure requirements of Rule 13e-3.
Subject to the CSSF's review, the offer will be made by Beverage
Associates Holding Ltd. ("BAH"), a Bahamian corporation and a wholly-owned
subsidiary of AmBev, and the purchase price will be U.S.$3.35 per Class A
share, U.S.$33.53 per Class B share (U.S.$67.07 per ADS), net to the seller
in cash (less any amounts witheld under applicable tax laws), without
interest, which corresponds to the same price per share paid by AmBev to
Beverage Associates (BAC) Corp. ("BAC"), on August 8, 2006, in a negotiated
transaction for the acquisition of BAC's controlling interest in Quinsa.
The offer will be subject to certain conditions that will be described
in the offer to purchase.
Upon consummation of the offer, AmBev intends to cause BAH to acquire
the remaining Class A shares and Class B shares (including Class B shares
held as ADSs) pursuant to a squeeze-out right under the law of the
Grand-Duchy of Luxembourg of 19 May 2006 transposing Directive 2004/25/EC
of the European Parliament and of the Council of 21 April 2004 on takeover
bids (the "Luxembourg Takeover Law") on the same terms as the offer.
Following the consummation of the offer and the squeeze-out, AmBev
intends to cause Quinsa to apply to delist the remaining non-tendered ADSs
from the New York Stock Exchange and the remaining non-tendered Class A
shares and Class B shares from the Luxembourg Stock Exchange, as well as to
terminate the registration of the Class B shares under the U.S. Securities
Exchange Act of 1934, as amended.
AmBev has selected Credit Suisse Securities (USA) LLC to act as Dealer
Manager for the offer. Innisfree M&A Incorporated will act as Information
Agent and The Bank of New York will act as the Share Tender Agent
(Luxembourg) and ADS Tender Agent (U.S.) in connection with the offer.
A TENDER OFFER FOR THE OUTSTANDING CLASS A SHARES AND CLASS B SHARES OF
QUINSA (INCLUDING CLASS B SHARES HELD AS ADSs) HAS NOT YET COMMENCED.
SHAREHOLDERS OF QUINSA ARE ADVISED TO READ THE TENDER OFFER STATEMENT ON
SCHEDULE TO AND THE DOCUMENTS RELATING TO THE TENDER OFFER THAT ARE FILED
WITH THE CSSF AND THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC")
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
ONCE A FILING IS MADE WITH THE SEC, SHAREHOLDERS OF QUINSA CAN OBTAIN THE
TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SEC FOR
FREE AT THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. SHAREHOLDERS OF QUINSA
MAY ALSO OBTAIN COPIES OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS
FILED WITH THE SEC FOR FREE AT AMBEV'S WEB SITE AT HTTP://WWW.AMBEV-IR.COM.
No communication or information relating to the proposed offer for the
Class A shares and Class B shares of Quinsa (including Class B shares held
as ADSs) not already held by AmBev's subsidiaries may be distributed to the
public in any jurisdiction in which a registration or approval requirement
applies other than the United States of America or Luxembourg. No action
has been (or will be) taken in any jurisdiction where such action would be
required outside of the United States of America and Luxembourg in order to
permit a public offer. The offer and the acceptance of the offer may be
subject to legal restrictions in certain jurisdictions. Neither AmBev nor
BAH assume responsibility for any violation of such restrictions by any
Quinsa is the largest brewer in Argentina, Bolivia, Paraguay and
Uruguay, having a share of the Chilean market as well. It also is the Pepsi
bottler in Argentina and Uruguay.
AmBev is the largest brewer in Brazil and in South America through its
beer brands Skol, Brahma, Antarctica. AmBev also produces and distributes
soft drink brands such as Guarana Antarctica, and its franchise agreements
for Pepsi soft drinks, Gatorade and Lipton Ice Tea. AmBev has been present
in Argentina since 1993 through Brahma. BAH is a wholly owned subsidiary of
Our investor web site has additional Company financial and operating
information, as well as transcripts of conference calls. Investors may also
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of Company presentations and events.
Statements contained in this press release may contain information that
is forward-looking and reflects management's current view and estimates of
future economic circumstances, industry conditions, Company performance,
and financial results. Any statements, expectations, capabilities, plans
and assumptions contained in this press release that do not describe
historical facts, such as statements regarding the declaration or payment
of dividends, the direction of future operations, the implementation of
principal operating and financing strategies and capital expenditure plans,
the factors or trends affecting financial condition, liquidity or results
of operations, and the implementation of the measures required under
AmBev's performance agreement entered into with the Brazilian Antitrust
Authority (Conselho Administrativo de Defesa Economica - CADE) are
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 and involve a number of risks and
uncertainties. There is no guarantee that these results will actually
occur. The statements are based on many assumptions and factors, including
general economic and market conditions, industry conditions, and operating
factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current expectations.