Quilmes Industrial Quinsa Societe Anonyme - Written communication relating to an issuer or third party (SC TO-C)
December 26 2007 - 7:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO-C
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the
Securities Exchange Act of 1934
QUILMES
INDUSTRIAL (QUINSA),
SOCIÉTÉ
ANONYME
(Name
of Subject Company (issuer))
QUILMES
INDUSTRIAL S.A.
(Translation
of Issuer’s Name into English)
COMPANHIA
DE BEBIDAS
DAS
AMÉRICAS - AMBEV - OFFEROR
(Name
of Filings Persons (identifying status as offeror, issuer or other
person))
Class
B
Shares, without par value
American
Depositary Shares, each of which represents two (2) Class B Shares,
without
par value, evidenced by American Depositary Receipts
(Title
of
Class of Securities)
74838Y20
(CUSIP
Number)
Graham
David Staley
Companhia
de Bebidas das Americas - AmBev
Rua
Dr.
Renato Paes de Barros, nº 1.017, 4º andar
04530-001
São Paulo, SP
Brazil
(55-11)
2122-1428
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
Copy
to:
Kevin
Kelley, Esq.
Gibson,
Dunn & Crutcher LLP
200
Park
Avenue
New
York,
New York 10166
(212)
351-4000
(Name,
address and telephone number of person authorized to receive notices
and
communications
on behalf of the bidder)
Calculation
of Filing Fee
|
|
|
|
|
|
|
Transaction
Valuation*
|
Amount
of Filing Fee
|
|
N/A
|
N/A
|
|
|
|
*
Set
forth the amount on which the filing fee is calculated and state how it was
determined
o
Check
box if any part
of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with
which the offsetting fee was previously paid. Identify the previous filing
by
registration statement number, or the Form or Schedule and the date of its
filing.
Amount
Previously Paid: None
Filing
Party: N/A
Form
or
Registration No.: N/A
Date
Filed: N/A
x
Check the box if the
filing relates solely to preliminary communications made before the commencement
of a tender offer.
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
x
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
x
going-private
transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: [ ]
Item
12. Exhibits.
|
Exhibit
No.
|
Description
|
|
|
|
|
99.1
|
Press
Release issued by AmBev on December 21, 2007.
|
|
|
|
|
99.2
|
Stock
Purchase Agreement, dated December 21, 2007 between AmBev and Punch
Card
Capital, LLC
|
|
|
|
|
99.3
|
Stock
Purchase Agreement, dated December 21, 2007 between AmBev and Arnhold
and
S. Bleichroeder Advisers, LLC
|
|
|
|
|
99.4
|
Stock
Purchase Agreement, dated December 21, 2007 between AmBev and Duma
Master
Fund, L.P.
|
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
December 26, 2007
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COMPANHIA
DE BEBIDAS DAS AMÉRICAS - AMBEV
|
|
|
|
|
|
By:
|
/s/ Graham David
Staley
|
|
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Name: Graham David Staley
Title: Officer
|
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|
|
|
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By:
|
/s/
Pedro de Abreu
Mariani
|
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Name: Pedro de Abreu Mariani
Title: Officer
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EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
|
|
99.1
|
Press
Release issued by AmBev on December 21, 2007.
|
|
|
|
|
99.2
|
Stock
Purchase Agreement, dated December 21, 2007 between AmBev and Punch
Card
Capital, LLC
|
|
|
|
|
99.3
|
Stock
Purchase Agreement, dated December 21, 2007 between AmBev and Arnhold
and
S. Bleichroeder Advisers, LLC
|
|
|
|
|
99.4
|
Stock
Purchase Agreement, dated December 21, 2007 between AmBev and Duma
Master
Fund, L.P.
|
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