AmBev Announces the Extension of the Voluntary Offer to Purchase Any and All Outstanding Shares of Its Subsidiary Quilmes Indust
February 27 2007 - 9:00AM
PR Newswire (US)
SAO PAULO, Brasil, Feb. 27 /PRNewswire-FirstCall/ -- Companhia de
Bebidas das Americas - AmBev ("AmBev") [BOVESPA: AMBV4, AMBV3; and
NYSE: ABV, ABVc] announced today that the voluntary offer made by
Beverage Associates Holding Ltd. ("BAH"), a Bahamian corporation
and a wholly-owned subsidiary of AmBev, 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, at a purchase price of U.S.$3.35 per Class A
share and 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, is extended to 5:00 p.m., New York City
Time (which is 11:00 p.m. Luxembourg Time), on March 16, 2007. The
offer period is being extended to allow shareholders the
opportunity to review the 2006 annual results of Quinsa, which will
be released this week, prior to making their decision. As of
February 26, 2007, approximately 1,917,979 Class A shares and
1,022,289 Class B shares (including Class B shares held as ADSs),
representing 0.45% of the voting rights of Quinsa, had been
tendered in and not withdrawn from the offer. All terms and
conditions of the offer are described in the Offer Document, which
was approved by the Luxembourg Commission de Surveillance du
Secteur Financier on January 25, 2007 and filed with the U.S.
Securities and Exchange Commission (the "SEC") on January 25, 2007.
As stated in the Offer Document, Quinsa's Board of Directors has
unanimously determined that the offer is fair to shareholders other
than AmBev and its affiliates and recommends that shareholders
tender their shares in the offer. Shareholders of Quinsa can obtain
the Offer Document 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/. The Offer Documentation was 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.). Disclaimers
No communication or information relating to the 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 person. 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. WWW.AMBEV-IR.COM 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. DATASOURCE: AmBev CONTACT:
Investor, Fernando Tennenbaum, +55-11-2122-1415, or Isabella Amui,
+55-11-2122-1414, Web site: http://www.ambev.com.br/
http://www.ambev-ir.com/
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