Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 01 2021 - 6:17AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of May, 2021
Commission File Number 1565025
AMBEV S.A.
(Exact name of registrant as specified in its
charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 3rd
Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
AMBEV S.A.
CNPJ/ME nº 07.526.557/0001-00
NIRE 35.300.368.941
NOTICE ON RELATED PARTIES TRANSACTIONS
AMBEV S.A. (“Company”
or “Issuer”) informs the information required in Annex 30-XXXIII of CVM Instruction No. 480/09 regarding transactions
of importation and distribution of Stella Artois brand products (“Stella Products”) by its Canadian subsidiary, Labatt
Brewing Company Ltd. (“Labatt”), as per the terms agreed with Inbev Belgium N.V. (“Inbev Belgium”),
a company controlled by the indirect controlling shareholder of the Company, Anheuser-Busch InBev SA/NV (“AB InBev”),
in conformity with the required corporate approvals of the Company (“Transactions”)[1].
Parties
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Labatt and Inbev Belgium
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Relationship between the parties and the Issuer
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Inbev Belgium and the Issuer are under common control of AB InBev. Labatt is controlled by the Issuer.
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Object and main terms of the Transactions
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The purpose of the Transactions is to import
and distribute Stella Products in Canada, produced by Inbev Belgium and part of Labatt’s portfolio.
In consideration for the import and distribution
of Stella Products in that territory, Labatt pays Inbev Belgium (i) a price composed of a cost plus a mark-up, defined based on the positioning
of the brand in Canada, and (ii) a fixed amount per kegs used for transportation, which is refunded to Labatt upon return of the kegs.
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Possible involvement of the counterparty, its partners or managers in the decision process concerning the Transactions or the negotiation of the Transactions as representatives of the Issuer
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Neither
Inbev Belgium nor its shareholders or managers participated in Labatt’s decision concerning
the Transactions and their terms, as well as they did not act as representatives of Labatt on the negotiations.
Labatt’s decision was made independently,
following the rules of the Related Parties Transactions Policy and the Bylaws of the Company. The Transactions were analyzed and recommended
by the Related Parties and Antitrust Conducts Committee of the Company.
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[1]
When segregating the transactions of the Company and its subsidiary with related
parties by parties and common matters, in order to identify “related transactions”, there are only the Transactions involving
an amount higher than R$50,000,000.00.
Detailed justification of the reasons why the management of the issuer considers that the Transactions complied with the commutative conditions or provides for an adequate compensatory payment
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Considering Stella Products are part of Labatt's
portfolio and are currently manufactured by Inbev Belgium, owner of the brands related to them, there is no need of proposal requests
or performance of price submission procedures or attempting to carry out the Transactions with third parties.
The acquisition of Stella Products by Labatt
is justified by the role they play in its long-term commercial strategy, which includes the expansion of the premium segment of beers
with scale. By way of example, in 2020, Stella's performance in Canada, together with other premium brands in the Company's portfolio,
ensured that Labatt maintained its leadership position in the country's beer market.
Given the strength of the brand, Stella Products
are highly receptive in several markets, including Canada, with a high preference on the part of consumers. Thus, considered a joint examination
of long-term growth and value creation potential, the commercialization of such products is in line with Labatt's strategy.
Labatt's management carried out a detailed analysis
of the terms of the Transactions, which was based on conditions previously practiced by Inbev Belgium (when existent), or conditions observed
by other companies controlled by AB Inbev, that acquired the same products from Inbev Belgium (conditions established in compliance with
a transfer pricing study prepared by a renowned audit and consulting firm), ensuring, therefore, the compliance of such terms with the
business premises entered into on an arm's length basis.
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São Paulo, May 31, 2021.
Ambev S.A.
Lucas Machado Lira
Chief Financial and Investor Relations Officer
AMBEV S.A.
CNPJ/ME nº 07.526.557/0001-00
NIRE 35.300.368.941
NOTICE ON RELATED PARTIES TRANSACTIONS
AMBEV S.A. (“Company”
or “Issuer”) informs the information required in Annex 30-XXXIII of CVM Instruction No. 480/09 regarding the production,
distribution and commercialization of Budweiser brand products (“Budweiser Products”) by its Canadian subsidiary, Labatt
Brewing Company Ltd. (“Labatt”), as per the terms agreed with Anheuser-Busch Inbev USA LLC (“ABI USA”),
a company controlled by the indirect controlling shareholder of the Company, Anheuser-Busch InBev SA/NV (“AB InBev”),
in conformity with the required corporate approvals of the Company (“Transactions”)[2].
Parties
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Labatt and ABI USA
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Relationship between the parties and the Issuer
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ABI USA and the Issuer are under common control of AB InBev. Labatt is controlled by the Issuer.
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Object and main terms of the Transactions
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The purpose of the Transactions is the production,
distribution and commercialization of Budweiser Products by Labatt in Canada, under the terms of the long-term licensing agreement signed
between the parties.
In consideration for the production, distribution
and commercialization of Budweiser Products in Canada, Labatt pays royalties to ABI USA, based on the brand's positioning in Canada.
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[2]
When segregating the transactions of the Company and its subsidiary with related
parties by parties and common matters, in order to identify “related transactions”, there are only the Transactions involving
an amount higher than R$50,000,000.00.
Possible involvement of the counterparty, its partners or managers in the decision process concerning the Transactions or the negotiation of the Transactions as representatives of the Issuer
|
Neither
ABI USA nor its shareholders or managers participated in Labatt’s decision concerning the
Transactions and their terms, as well as they did not act as representatives of Labatt on the negotiations.
Labatt’s
decision was made independently, following the rules of the Related Parties Transactions Policy and the Bylaws of the Company. The Transactions
were analyzed and recommended by the Related Parties and Antitrust Conducts Committee of the Company and, subsequently, were analyzed
and approved by the Company’s Board of Directors, provided that no board member related to ABI USA and/or
to AB InBev participated in the discussions concerning the Transactions nor in the resolutions authorizing their execution.
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Detailed justification of the reasons why the management of the issuer considers that the Transactions complied with the commutative conditions or provides for an adequate compensatory payment
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Considering Budweiser Products are produced by
Labatt and are part of its portfolio and were licensed by ABI USA, owner of the brands related to them, there is no need of proposal requests
or performance of price submission procedures or attempting to carry out the Transactions with third parties.
The production, distribution and commercialization
of Budweiser Products by Labatt in Canada is justified by the role they play in its long-term commercial strategy, which includes the
expansion of the premium beer segment with scale. Currently, according to our estimates, the Budweiser brand is the first best-selling
brand in Canada, while Bud Light is the third in terms of volume.
Given the strength of the brand, Budweiser Products
are highly receptive in several markets, with a high preference on the part of consumers. Thus, considered a joint examination of long-term
growth and value creation potential, the commercialization of such products is in line with Labatt's strategy.
Labatt's management carried out a detailed analysis
of the terms of the Transactions, which were based on conditions previously practiced by ABI USA with independent distributors, thus ensuring
the adequacy of such terms with the business premises entered into on a commutative basis (arm's length) .
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São Paulo, May 31, 2021.
Ambev S.A.
Lucas Machado Lira
Chief Financial and Investor Relations Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 31, 2021
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AMBEV S.A.
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By:
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/s/ Lucas Machado Lira
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Lucas Machado Lira
Chief Financial and Investor Relations Officer
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