Quilmes Industrial (Quinsa) S.A. Board Announces Preliminary Reaction to the Tender Offer Recently Announced by Ambev
November 14 2006 - 8:36AM
PR Newswire (US)
LUXEMBOURG, Nov. 14 /PRNewswire-FirstCall/ -- Quilmes Industrial
(Quinsa), S.A. (NYSE:LQU) ("Quinsa" or the "Company") announced
today that its Board of Directors has met and reviewed the terms of
the voluntary tender offer that Companhia de Bebidas das Americas -
AmBev ("AmBev") intends to make for any and all Class A shares and
Class B shares (including Class B shares held as American
Depositary Shares ("ADSs")) of Quinsa that are not owned by AmBev
or its subsidiaries. AmBev previously announced that, subject to
the approval by the Commission de Surveillance du Secteur Financier
(the "CSSF") in Luxembourg, the offer will be made by Beverage
Associates Holding Ltd. ("BAH" or the "Offeror"), a Bahamian
corporation and a wholly-owned subsidiary of AmBev, and that BAH
intends to offer US$3.35 per Class A share, US$33.53 per Class B
share (US$67.07 per ADS) (the "Offer Price") upon the terms and
subject to the conditions in an offer to purchase to be approved by
the CSSF. AmBev indirectly owns approximately 97% of the voting
interest and approximately 91% of the economic interest in Quinsa.
The Board of Directors of the Company reviewed the terms of the
Offer described in AmBev's press release. In addition, the Board of
Directors of the Company received a presentation from management
reviewing the terms of the Offer and its financial aspects. Based
on the review of these documents and considering the information
made available to it, the Board concluded preliminarily that,
subject to the continuation of market, economic and business
conditions substantially similar to those of today, the Offer Price
is fair, from a financial point of view, to Quinsa's shareholders
other than AmBev and its affiliates. The Board reached this
preliminary conclusion after taking into account a number of
factors including the following: 1. To the Company's knowledge, the
Offer Price is the highest price per share ever paid for the
Company's stock in an open market or privately negotiated
transaction since Quinsa's listing on the Luxembourg Stock Exchange
("LSE") and the New York Stock Exchange ("NYSE"); 2. The Offer
Price is equal to the price per share paid by AmBev to Beverage
Associates Corp ("BAC") on August 8, 2006 (the "BAC Transaction");
3. The Offer Price represents a premium of approximately 17.7% to
the closing price of the Class A shares on November 3, 2006 and
25.4% to the closing price of the Class B shares on November 7,
2006, the last trading day each class of share was quoted on the
LSE prior to the date on which the AmBev's intention to make the
Offer was announced, and a premium of approximately 41.9% and 36.9%
to the average closing price of the Class A shares and Class B
shares, respectively, during the six months prior to November 7,
2006; and 4. The Offer Price represents a premium of approximately
15.6% to the closing price of the ADSs on November 7, 2006, the
last trading day the shares were quoted on the NYSE prior to the
date on which the AmBev's intention to make the Offer was
announced, and a premium of approximately 29.2% to the average
closing price of the ADSs during the six months prior to November
7, 2006. To provide additional comfort to Quinsa's shareholders,
the Board has decided to retain a financial adviser to review the
Offer and provide the Board with its view as to the fairness of the
Offer Price, from a financial point of view, to Quinsa's
unaffiliated shareholders. The Board expects to provide further
advice to its shareholders and to make a final recommendation after
it receives the advice of its financial adviser. Disclaimers 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. 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 CSSF and the U.S. SECURITIES
AND EXCHANGE COMMISSION ("SEC") WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION INCLUDING the JUSTIFICATION
FOR ANY POSITION TAKEN BY THE BOARD. 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 AND THE CSSF FOR FREE AT QUINSA'S WEB
SITE AT http://www.quinsa.com/. 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, Antarctica.
AmBev also produces and distributes soft drink brands such as
Guarana Antarctica, and its 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. DATASOURCE: Quilmes Industrial (Quinsa) S.A.
CONTACT: Francis Cressall, Quilmes, +011-5411-4349-1846
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