AmBev Announces the Commencement of the Voluntary Offer to Purchase Any and All Outstanding Shares of its Subsidiary Quilmes Ind
December 28 2007 - 3:00AM
PR Newswire (US)
SAO PAULO, Brazil, Dec. 28 /PRNewswire-FirstCall/ -- Companhia de
Bebidas das Americas - AmBev ("AmBev") [BOVESPA: AMBV4, AMBV3; and
NYSE: ABV, ABVc] announced that the voluntary offer to purchase up
to 5,483,950 Class A shares and up to 8,800,060 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, shall commence on December 28,
2007 and is scheduled to expire at 5:00 p.m. New York City time
(11:00 p.m. Luxembourg time), on Wednesday, January 30, 2008,
unless extended (such date and time, as they may be extended, 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). The offer will be made by
AmBev and the purchase price will be U.S.$4.0625 per Class A share,
U.S.$40.625 per Class B share (U.S.$81.25 per ADS), in cash (less
any amounts withheld under applicable tax laws), without interest;
provided, however, that in the event at least 5,968,722 Class B
shares (including Class B shares held as ADSs) are tendered (and
not validly withdrawn) by January 30, 2008, the purchase price will
be increased to U.S.$4.125 per Class A share, U.S.$41.25 per Class
B share (U.S.$82.50 per ADS). The offer will be subject to certain
customary conditions that are described in the offer to purchase,
but there will be no minimum tender condition. Following
consummation of the offer, AmBev has plans for 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, as and when permitted by applicable law
and regulation, 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 to purchase, which will be filed
with the U.S. Securities and Exchange Commission (the "SEC") on
December 28, 2007. Shareholders of Quinsa can obtain the offer to
purchase 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. A TENDER OFFER FOR THE OUTSTANDING CLASS A SHARES AND CLASS
B SHARES OF QUINSA (INCLUDING CLASS B SHARES HELD AS ADSS) HAS NOT
YET COMMENCED AND THIS PRESS RELEASE IS FOR INFORMATION PURPOSES
ONLY. ANY TENDER OFFER WILL BE MADE ONLY PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT AMBEV WILL DISTRIBUTE TO
HOLDERS OF QUINSA SECURITIES. SHAREHOLDERS OF QUINSA ARE ADVISED TO
READ THE TENDER OFFER STATEMENT ON SCHEDULE TO AND THE DOCUMENTS
RELATING TO THE TENDER OFFER THAT ARE FILED WITH THE SEC AND THE
CSSF WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. ONCE A FILING IS MADE WITH THE SEC, SHAREHOLDERS OF
QUINSA CAN OBTAIN THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS
THAT ARE FILED WITH THE SEC FOR FREE AT THE SEC'S WEB SITE AT
http://www.sec.gov/. SHAREHOLDERS OF QUINSA MAY ALSO OBTAIN COPIES
OF THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH THE
SEC FOR FREE AT AMBEV'S WEB SITE AT http://www.ambev-ir.com/ AND AT
THE OFFICES OF THE BANK OF NEW YORK, LUXEMBOURG. The Offer
Documentation will be mailed to Quinsa shareholders by Innisfree
M&A Incorporated on December 28, 2007. 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 to 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 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.
AmBev does not 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. 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. DATASOURCE: Companhia de
Bebidas das Americas CONTACT: Isabella Amui, +55-11-2122-1414, or
Michael Findlay, +55-11-2122-1415, , both of Companhia de Bebidas
das Americas Web site: http://www.ambev.com.br/
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