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others, there being validly tendered and not validly withdrawn at least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
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
and other documents that were filed with the SEC (the "Offer
Documentation") for free at http://www.sec.gov and http://www.ambev-ir.com.
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
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.