AmBev Announces the Commencement of the Voluntary Offer to Purchase Any and All Outstanding Shares of Its Subsidiary Quilmes Industrial (Quinsa), Societe Anonyme

Jan 25, 2007, 00:00 ET from AmBev

    SAO PAULO, Brazil, Jan. 25 /PRNewswire-FirstCall/ -- Companhia de
 Bebidas das Americas - AmBev ("AmBev") [BOVESPA: AMBV4, AMBV3; and NYSE:  
 ABV, ABVc] announced today that the Commission de Surveillance du Secteur
 Financier (the "CSSF") in Luxembourg has approved the offer document (the
 "Offer Document") in relation to the voluntary offer to purchase up to
 6,872,480 Class A shares and up to 8,661,207 Class B shares (including
 Class B shares held as American Depositary Shares ("ADSs")) of its
 subsidiary Quilmes Industrial (Quinsa), Societe Anonyme ("Quinsa"), which
 represent the outstanding Class A shares and Class B shares (and Class B
 shares held as ADSs) that are not owned by AmBev or its subsidiaries.
     The offer will be made by Beverage Associates Holding Ltd. ("BAH"), a
 Bahamian corporation and a wholly-owned subsidiary of AmBev.
     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 withheld 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. As
 further explained in the Offer Documentation (as defined below), Quinsa's
 board of directors has unanimously determined that the offer price is fair
 to Quinsa's shareholders other than AmBev and its subsidiaries and has
 decided to recommend that shareholders tender their shares in the offer.
     The offer will be subject to certain conditions, including, among
 others, there being validly tendered and not validly withdrawn at least
 3,939,387 Class B shares (including Class B shares held as ADSs).
     The offer is scheduled to expire at 5:00 p.m. New York City time (11:00
 p.m. Luxembourg time), on Wednesday, February 28, 2007, unless extended or
 reopened (such date and time, as they may be extended or reopened, the
 "Expiration Date") or earlier terminated in accordance with applicable law.
 Settlement of the offer is expected to occur promptly following the
 Expiration Date (and in no case later than five (5) days after the
 Expiration Date).
     AmBev intends, as soon as practicable following the consummation of the
 offer, to acquire the remaining Class A shares and Class B shares (and
 Class B shares held as ADSs) pursuant to the squeeze-out right under
 Article 15 of the Luxembourg takeover law on the same terms and conditions
 of the offer. Following consummation of the offer and the exercise of the
 squeeze-out right, AmBev intends to cause Quinsa to apply to delist all
 ADSs from the New York Stock Exchange (including the remaining non-tendered
 ADSs) and all Class A shares and Class B shares from the Luxembourg Stock
 Exchange (including the remaining non-tendered Class A shares and Class B
 shares), to terminate Quinsa's ADS facility and the registration of the
 Class B shares under the Securities Exchange Act of 1934.
     All terms and conditions of the offer are described in the Offer
 Document, which was filed with the U.S. Securities and Exchange Commission
 (the "SEC") on January 25th, 2007. Shareholders of Quinsa can obtain the
 Offer Document
     and other documents that were filed with the SEC (the "Offer
 Documentation") for free at and
     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.
     The Offer Documentation will be mailed to Quinsa shareholders by
 Innisfree M&A Incorporated. Requests for the Offer Documentation may be
 directed to Innisfree M&A Incorporated at +1 877 750 9501 (toll free in the
 U.S. and Canada) or at +00 800 7710 9970 (freephone in the EU), or in
 writing at 501 Madison Avenue, 20th floor, New York, NY, 10022, U.S.A.
 Questions regarding the offer may be directed to Credit Suisse Securities
 (USA) LLC at +1 800 318 8219 (toll free in the U.S.).
     This announcement does not constitute an offer to purchase or a
 solicitation of an offer to sell securities. The offer is being made solely
 through the Offer Documentation.
     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
     The Companies
     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 and Antarctica. AmBev also produces and
 distributes soft drink brands such as Guarana Antarctica, and has 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 AmBev.
     Our investor web site has additional Company financial and operating
 information, as well as transcripts of conference calls. Investors may also
 register to automatically receive press releases by email and be notified
 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.