E-Malt.com News article: 4233

Belgium: Belgian brewing giant InBev announced on February 14 it is launching a mandatory tender offer for the shares of Brazil's AmBev that it does not already own. On 9 February, 2005, InBev SA/NV, a corporation incorporated under the laws of the Kingdom of Belgium, with its headquarters at Brouwerijplein 1, 3000 Leuven (“InBev”), obtained from the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários, “CVM”) the registration of the terms and conditions of the mandatory tender offer (“the MTO”) that, pursuant to Brazilian law and further to the closing of the combination with AmBev in August 2004, InBev must launch for the common shares of Companhia de Bebidas das Américas – (“AmBev”) that it does not hold directly or indirectly - a total of 3,643,945,408 AmBev shares.

The MTO includes both a stock-for-stock option and a cash option. The stock-for-stock option will not be available in connection with 60,730,600 AmBev common shares held by a wholly-owned subsidiary of AmBev.

AmBev shareholders that elect the stock-for-stock option will receive 13.827166 newly issued and/or already existing ordinary shares of InBev for each lot of 1,000 AmBev common shares tendered. The InBev shares will be entitled to the dividend relating to the 2005 financial year and subsequent financial years and will trade solely on Euronext Brussels. Fractions of InBev shares will be delivered in cash (in Brazilian Reais (R$)), on the basis of EUR 25.55 per InBev ordinary share. AmBev Shareholders that elect the cash option will receive an amount in Brazilian Reais (R$) equivalent to EUR 353.28 for each lot of 1,000 AmBev common shares tendered.

The MTO will start on 14 February 2005 and will end on 29 March 2005. The cash option of the MTO will be settled 5 days after the end of the MTO. The stock-for-stock option of the MTO will be settled within 90 days after the end of the MTO, due to the need to comply with Brazilian foreign investment formalities and the time required for the effective issuance and/or purchase of the InBev shares to be delivered to tendering AmBev shareholders.

An Extraordinary Shareholders’ Meeting of InBev will be convened on 17 March 2005, in accordance with Belgian law formalities, in order to, among other things, approve the principle issuance of up to 49,545,705 new InBev ordinary shares that the Board of Directors of InBev will be authorized to use solely to the extent needed for the purposes of satisfying the stock-for-stock option of the MTO.

InBev is a publicly traded company (Euronext: INB) based in Leuven, Belgium. The company's origins date back to 1366, and today it is the leading global brewer by volume. InBev’s strategy is to strengthen its local platforms by building significant positions in the world's major beer markets through organic growth, world-class efficiency, targeted acquisitions, and by putting consumers first. InBev has a portfolio of more than 200 brands, including Stella Artois®, Brahma®, Beck’s®, Leffe®, Hoegaarden®, Staropramen® and Bass®. InBev employs some 77,000 people, running operations in over 30 countries across the Americas, Europe and Asia Pacific. In 2003, InBev realized a net turnover of approximately 9.3 billion euro (2003 pro forma).


16 February, 2005