LQU Quilmes Ind Quinsa

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 17)

QUILMES INDUSTRIAL (QUINSA), SOCIÉTÉ ANONYME

(Name of Issuer)

QUILMES INDUSTRIAL S.A.

(Translation of Issuer’s Name into English)

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)

December 21, 2007
(Date of Event to Which This Filing Relates)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A
(Amendment No. 17)

CUSIP No.		74838Y20

1)		Each Class A Share and Class B Share has one vote.
2)		On January 31, 2003, NCAQ Sociedad Colectiva (“NCAQ”), an indirect subsidiary of Companhia de Bebidas das Américas — AmBev (“AmBev”), acquired 26,388,914 Class B Shares of Quilmes Industrial (Quinsa), Société Anonyme (the “Issuer”, “Quinsa” or the “Company”).
3)		On January 31, 2003, Dunvegan S.A. (“Dunvegan”), an indirect subsidiary of AmBev, acquired 230,920,000 Class A Shares of the Issuer from Beverage Associates (BAC) Corp. (“BAC”).
4)		On January 31, 2003, BAC and AmBev purchased 6,056,656 and 8,024,234 shares, respectively, of Quilmes International (Bermuda) Ltd. (“QIB”), a subsidiary of Quinsa, from Heineken International B.V. (“Heineken”).
5)		After January 31, 2003, Dunvegan also acquired 12,000,000 Class B Shares of the Issuer.
6)		On March 3, 2004, BRC S.à.R.L. (“BRC”) and various other entities controlled by Jorge Paulo Lemann (“Mr. Lemann”), Carlos Alberto da Veiga Sicupira (“Mr. Sicupira”) and Marcel Herrmann Telles (“Mr. Telles”) (collectively, the “SB Group Companies”) entered into a Contribution and Subscription Agreement with the Stichting Interbrew (the “Stichting”), Eugénie Patri Sébastien S.A. (“EPS”) and InBev SA, formerly Interbrew S.A. (“InBev”) (the “Contribution and Subscription Agreement”) with respect to the contribution of the 8,253,913,260 shares of AmBev common stock owned by the SB Group Companies to InBev and the subscription by BRC of 141,712,000 ordinary shares of InBev.
7)		On August 27, 2004, the transactions contemplated by the Contribution and Subscription Agreement were consummated. Accordingly, BRC contributed to InBev 100% of the capital stock of Tinsel Investments S.A., a company incorporated under the laws of Luxembourg (“Tinsel Lux”), which then directly owned 100% of the capital stock of InBev Holding Brasil S.A. (previously named Braco Investimentos S.A. and formerly Tinsel Participações Ltda.), a company incorporated under the laws of the Federative Republic of Brazil (“Braco Investimentos”), and indirectly owned 98.64% of the capital stock of Empresa de Administração e Participações S.A.-ECAP, a company incorporated under the laws of the Federative Republic of Brazil (“ECAP”). Braco Investimentos and ECAP, together, held 8,253,913,260 AmBev common shares. In exchange for the contribution to InBev of Tinsel Lux, InBev issued 141,712,000 new ordinary shares to BRC. BRC, which is controlled by Messrs. Lemann, Sicupira and Telles, is a party to the Interbrew Shareholders Agreement with respect to 321,712,000 ordinary shares of InBev, which represent approximately 56% of the outstanding capital stock of InBev.
8)		Also on August 27, 2004, AmBev issued 7,866,181,882 new AmBev common shares and 11,398,181,319 new AmBev preferred shares to a subsidiary of InBev in connection with the consummation of the transactions contemplated by an Incorporação Agreement dated March 3, 2004, among AmBev, Labatt Brewing Canada Holding Ltd., Labatt Brewing Company Limited and Interbrew S.A./N.V. (the “Incorporação Agreement”).
9)		As a result of the consummation of the transactions contemplated by the Contribution and Subscription Agreement and the Incorporação Agreement, InBev indirectly held 16,120,095,142 AmBev common shares and 11,398,181,319 AmBev preferred shares, representing approximately a 69% voting interest and 50% economic interest in AmBev. In addition, at that time BAC elected not to accelerate its right to exercise an option it had pursuant to the terms of the Stock Purchase Agreement (as defined below) to sell to AmBev Class A Shares of Quinsa, which was triggered as a result of the consummation of the transactions contemplated by the Contribution and Subscription Agreement.
10)		On April 13, 2006, BAC, AmBev and Quinsa executed a Letter Agreement (the “2006 Letter Agreement”) pursuant to which, subject to certain conditions described therein, BAC (or its affiliates) would sell, assign, transfer and deliver to AmBev, and AmBev (or its affiliates) would purchase and accept from BAC (or its affiliates), 373,520,000 Class A Shares of Quinsa (the “Remaining Shares”). In the 2006 Letter Agreement, BAC and AmBev agreed that, notwithstanding anything to the contrary contained in the Stock Purchase Agreement dated as of 1, 2002, between BAC and AmBev (the “Stock Purchase Agreement”), BAC and AmBev would not be permitted to exercise their respective exchange options under the Stock Purchase Agreement.

11)		On August 8, 2006 (the “Closing Date”), BAC transferred all right, title and interest of BAC and its affiliates in and to the Remaining Shares to Beverage Associates Holding Ltd., a Bahamas corporation (“BAH”), and sold all of the issued and outstanding shares of BAH (“BAH Shares”) to AmBev in lieu of the Remaining Shares. In addition, on the Closing Date, BAC and AmBev entered into certain agreements in order to reflect the transfer of the Remaining Shares to, and ownership of the Remaining Shares by, BAH and the sale to AmBev of the BAH Shares. As a consequence of these transactions, certain agreements executed among BAC, AmBev and the Issuer (including the Quinsa Shareholders Agreement that provided for the joint control of the Issuer and shared board representation between BAC and AmBev) were terminated (on the terms set forth in the respective termination agreements).
12)		On June 29, 2007, BAH was merged into AmBev, which became the legal successor of BAH’s interest in Quinsa.
13)		As of the date hereof, AmBev beneficially owns approximately 97% of all the outstanding voting shares of the Issuer.
14)		On December 21, 2007, AmBev entered into stock purchase agreements with three of the Company’s largest shareholders (other than AmBev) who on that date held 0.01% of Quinsa’s outstanding Class A shares and 7.4% of Quinsa’s outstanding Class B shares. Pursuant to the terms of the stock purchase agreements, the selling shareholders agreed to tender and not withdraw their shares pursuant to the Offer. The parties also agreed that if more than 5,968,722 Class B shares are tendered and not withdrawn AmBev will increase the price paid for the selling shareholders’ shares to US$4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Subject to certain conditions set forth in the stock purchase agreements, if the selling shareholders do not tender their shares or the tender offer is not consummated, AmBev will purchase the shares from the selling shareholders in transactions not pursuant to the Offer (as defined below). For more information on AmBev’s agreements with these selling shareholders, you should read the agreements, which are attached as Exhibits 2.26, 2.27 and 2.28 to this document and are incorporated herein by reference.

Item 1. Security and Issuer.

This Report on Schedule 13D relates to the Class B Shares, without par value, of Quilmes Industrial (Quinsa), Société Anonyme, a Luxembourg public limited company (“Quinsa”).

Quinsa is listed on the Luxembourg Stock Exchange (“LSE”) since July 1991 and on the New York Stock Exchange (“NYSE”) since March 1996.

The address of Quinsa’s principal executive offices is 84, Grand Rue L-1660 Luxembourg, Grand-Duchy of Luxembourg. Quinsa’s telephone number is (352) 47 38 85. Quinsa’s authorized representative in the United States is Puglisi & Associates, 850 Library Avenue, Suite 204, P.O. Box 885, Newark, Delaware 19715.

Quinsa Class A Shares and Class B Shares are currently listed and traded in U.S. dollars on the LSE. Quinsa’s Class B Shares are also listed on the NYSE in the form of American Depositary Shares (“ADSs”), each of which represents two (2) Quinsa Class B Shares, evidenced by American Depositary Receipts (“ADRs”).

Item 3. Source and Amount of Funds or Other Considerations.

Item 3 is amended and supplemented by adding the following paragraphs:

The reporting person expects to fund the purchase of Class A Shares and Class B Shares (including Class B Shares held as ADSs) tendered in the Offer (as defined below) and the payment of related fees and expenses from existing general corporate funds. The Offer (as defined below) is not subject to the receipt of financing and the reporting person does not have any alternative financing arrangement or alternative financing plans.

Item 4. Purpose of Transaction

Item 4 is hereby amended by the addition of the following information:

(a),(b),(d),(f),(j) On December 21, 2007, AmBev announced that its board of directors had approved a plan to make a voluntary offer to purchase any and all of the outstanding Class A Shares and Class B Shares (including Class B Shares held as ADSs) of Quinsa, not already owned by AmBev or its subsidiaries, at a purchase price of $4.0625 per Class A Share, $40.625 per Class B Share and $81.25 per ADS, net to the seller in cash (less any amounts withheld under applicable tax laws), without interest, upon the terms and subject to the conditions to be described in the offer to purchase which together with the related letters of transmittal, as they may be amended or supplemented from time to time, will constitute the offer (the “Offer”). The Offer will comply with applicable U.S. Securities Law, including the disclosure requirements of Rule 13e-3.

The purpose of the Offer is to acquire any and all of the outstanding Class A Shares and Class B Shares of the Company (including Class B Shares held as ADSs) that are not owned by the reporting person or its affiliates.

On December 21, 2007, AmBev entered into stock purchase agreements with three of the Company’s largest shareholders (other than AmBev) who on that date held 0.01% of Quinsa’s outstanding Class A shares and 7.4% of Quinsa’s outstanding Class B shares. Pursuant to the terms of the stock purchase agreements, the selling shareholders agreed to tender and not withdraw their shares pursuant to the Offer. The parties also agreed that if more than 5,968,722 Class B shares are tendered and not withdrawn AmBev will increase the price paid for the selling shareholders’ shares to US$4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Subject to certain conditions set forth in the stock purchase agreements, if the selling shareholders do not tender their shares or the tender offer is not consummated, AmBev will purchase the shares from the selling shareholders in transactions not pursuant to the Offer. For more information on AmBev’s agreements with these selling shareholders, you should read the agreements, which are incorporated into this item as Exhibits 2.26, 2.27 and 2.28 by reference.

The information contained in Exhibits 2.25, 2.26, 2.27 and 2.28 to this schedule is hereby incorporated by reference.

(h) Following the consummation of the Offer, AmBev has plans for Quinsa to apply to delist the remaining non-tendered ADSs from the New York Stock Exchange and the remaining non-tendered Class A Shares and Class B Shares from the Luxembourg Stock Exchange and, as and when permitted by applicable law and regulation, to terminate the registration of the Class B Shares under the U.S. Securities Exchange Act of 1934, as amended. THE TRANSACTION COULD RESULT IN THE COMPANY GOING PRIVATE.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and restated by the following:

(a) Rows (11) and (13) of the cover to this Schedule 13D are hereby incorporated by reference. On December 21, 2007, AmBev announced that its board of directors had approved a plan to make a voluntary offer to purchase any and all of the outstanding Class A Shares and Class B Shares (including Class B Shares held as ADSs) of Quinsa, not already owned by AmBev or its subsidiaries, at a purchase price of $4.0625 per Class A Share, $40.625 per Class B Share and $81.25 per ADS, net to the seller in cash (less any amounts withheld under applicable tax laws), without interest, upon the terms and subject to the conditions of the offer, as they may be amended or supplemented from time to time, will constitute the offer (the “Offer”). On December 21, 2007, AmBev entered into stock purchase agreements with three of the Company’s largest shareholders (other than AmBev) who on that date held 0.01% of Quinsa’s outstanding Class A shares and 7.4% of Quinsa’s outstanding Class B shares. Pursuant to the terms of the stock purchase agreements, the selling shareholders agreed to tender and not withdraw their shares pursuant to the Offer. The parties also agreed that if more than 5,968,722 Class B shares are tendered and not withdrawn AmBev will increase the price paid for the selling shareholders’ shares to US$4.125 per Class A share, US$ 41.25 per Class B share and US$ 82.50 per ADS. Subject to certain conditions set forth in the stock purchase agreements, if the selling shareholders do not tender their shares or the tender offer is not consummated, AmBev will purchase the shares from the selling shareholders in transactions not pursuant to the Offer. For more information on AmBev’s agreements with these selling shareholders, you should read the agreements, which are attached as Exhibits 2.26, 2.27 and 2.28 and are incorporated into this item by reference.

(b) Rows (7) through (10) of the cover page to this Schedule 13D set forth the aggregate number of Quinsa Class B Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Quinsa Class B Shares as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

(c) Other than as described in (a), which information is incorporated herein by reference, there were no transactions in the Quinsa Class B Shares that were effected during the past sixty days by the reporting person, or by any executive officer or director of the reporting person, other than those described herein.

(d) Except as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Quinsa Class B Shares owned by AmBev and its affiliates.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by incorporating the press release issued by AmBev on December 21, 2007 and the information provided in Item 4. Such press release is attached as Exhibits 2.25 and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

Item 7 is amended and supplemented by adding the following Exhibits:

Exhibit No.		Description
2.25		Press Release issued by AmBev on December 21, 2007 (incorporated by reference to Exhibit 2.28 of Schedule TO-C filed December 26, 2007)
2.26		Stock Purchase Agreement, dated December 21, 2007 between AmBev and Punch Card Capital, LLC (incorporated by reference to Exhibit 99.2 to Schedule TO-C filed on December 26, 2007)
2.27		Stock Purchase Agreement, dated December 21, 2007 between AmBev and Arnhold and S. Bleichroeder Advisers, LLC (incorporated by reference to Exhibit 99.3 to Schedule TO-C filed on December 26, 2007).
2.28		Stock Purchase Agreement, dated December 21, 2007 between AmBev and Duma Master Fund, L.P. (incorporated by reference to Exhibit 99.4 to Schedule TO-C filed on December 26, 2007).

ANNEX A

Information Required as to Executive Officers and
Directors of AmBev

Directors of AmBev

						Present Principal Occupation
Name		Citizenship		Business Address		or Employment
Carlos Alves de Brito		Brazil		Brouwerijplein 1, 3000, Leuven, Belgium		CEO of InBev
Marcel Herrmann Telles		Brazil		800 Third Avenue, 38th Floor, New York, NY, USA		InBev shareholder
Carlos Alberto da Veiga Sicupira		Brazil		800 Third Avenue, 38th Floor, New York, NY, USA		InBev shareholder
Vicente Falconi Campos		Brazil		Alameda da Serra 500, 2º andar, Nova Lima, MG, Brazil		Director of AmBev
Luis Felipe Pedreira Dutra Leite		Brazil		Brouwerijplein 1, 3000, Leuven, Belgium		CFO of InBev
Jo Van Biesbroeck		Belgium		Brouwerijplein 1, 3000, Leuven, Belgium		Officer of InBev
Jorge Paulo Lemann (alternate)		Brazil		Rue Rebhalde, 35, Jona, Switzerland		InBev shareholder
Roberto Moses Thompson Motta (alternate)		Brazil		Rua Dr. Renato Paes de Barros, n° 1.017, 3° andar cjs. 31 e 32 04530-001 São Paulo, SP, Brazil		InBev director
Victório Carlos de Marchi		Brazil		Rua Dr. Renato Paes de Barros, n° 1.017, 3° andar cjs. 31 e 32 04530-001 São Paulo, SP, Brazil		Chairman of FAHZ, AmBev
José Heitor Attilio Gracioso		Brazil		Av. Brigadeiro Faria Lima, 3900, 11º andar, cj. 1101, CEP 04538-132, São Paulo, SP, Brazil		Officer of FAHZ
Roberto Herbster Gusmão		Brazil		Av. Brigadeiro Faria Lima, 3900, 11º andar, cj. 1101, CEP 04538-132, São Paulo, SP, Brazil		Officer of FAHZ

Executive Officers of AmBev

Name		Current Position
Luiz Fernando Ziegler de Saint Edmond		Chief Executive Officer for Latin America
Miguel Nuno da Mata Patrício		Chief Executive Officer for North America
Ricardo Tadeu de Soares		Executive Officer for Hispanic Latin America
Graham David Staley		Chief Financial Officer
Bernardo Pinto Paiva		Sales Executive Officer
Carlos Eduardo Klützenschell Lisboa		Marketing Executive Officer
Nicolás Bamberg		Industrial Executive Officer
Francisco de Sá Neto		Soft Drinks Executive Officer
Milton Seligman		Corporate Affairs Executive Officer
Pedro de Abreu Mariani		General Counsel

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 28, 2007

		COMPANHIA DE BEBIDAS DAS AMÉRICAS — AMBEV
		By		/s/ Graham David Staley
				Name: Graham David Staley Title: Officer
		By		/s/ Pedro de Abreu Mariani
				Name: Pedro de Abreu Mariani Title: Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Share Exchange Agreement dated as of May 1, 2002, between AmBev and Quinsa (incorporated by reference to Exhibit 2.1 to Schedule 13D relating to Quinsa, filed on May 13, 2002, by AmBev).
2.2		Stock Purchase Agreement dated as of May 1, 2002, between BAC and AmBev (incorporated by reference to Exhibit 2.2 to Schedule 13D relating to Quinsa, filed on May 13, 2002, by AmBev).
2.3		Amendment No. 1 to Stock Purchase Agreement dated as of January 31, 2003, between BAC and AmBev (incorporated by reference to Exhibit 2.3 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.4		Letter Agreement dated January 13, 2002, between AmBev, BAC and Quinsa (incorporated by reference to Exhibit 2.4 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.5		Quinsa Shareholders Agreement dated as of January 31, 2003, among Quinsa, AmBev and BAC (incorporated by reference to Exhibit 2.5 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.6		Registration Rights Agreement dated as of January 31, 2003, among BAC and AmBev (incorporated by reference to Exhibit 2.6 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.7		AmBev Share Transfer Agreement dated as of January 31, 2003, among BAC, Braco S.A., ECAP, Fundação and AmBev (incorporated by reference to Exhibit 2.7 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.8		AmBev Governance Agreement dated as of January 31, 2003, among BAC, Braco S.A., ECAP, Fundação and AmBev (incorporated by reference to Exhibit 2.8 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.9		Share Pledge Agreement dated as of January 31, 2003, among BAC, AmBev and Quinsa (incorporated by reference to Exhibit 2.9 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.10		Escrow Agreement dated as of January 31, 2003, among BAC, AmBev and The Bank of New York (incorporated by reference to Exhibit 2.10 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.11		Resolution of the Office of Competition, Deregulation and Consumer Advocacy of the Ministry of Production of the Republic of Argentina regarding the business combination of AmBev and Quinsa — English Translation (incorporated by reference to Exhibit 2.11 to Amendment No. 1 to Schedule 13D relating to Quinsa, filed on February 4, 2003, by AmBev).
2.12		Contribution and Subscription Agreement dated March 3, 2004 among S-Braco Participações S.A., Braco S.A., the other SB Group Companies named therein, the Stichting, EPS and InBev (incorporated by reference to Exhibit 2.12 to Amendment No. 9 to Schedule 13D relating to Quinsa, filed on March 9, 2004, by AmBev).

Exhibit No.		Description
2.13		Incorporação Agreement dated March 3, 2004 among AmBev, InBev, MergeCo and Labatt (incorporated by reference to Exhibit 2.13 to Amendment No. 9 to Schedule 13D relating to Quinsa, filed on March 9, 2004, by AmBev).
2.14		First Amendment to the AmBev Shareholders Agreement dated March 3, 2004 among Fundação, Braco S.A. and ECAP, as well as AmBev, Mr. Lemann, Mr. Telles and Carlos Mr. Sicupira, the latter four as intervening parties, and InBev as intervening third party beneficiary (English translation) (incorporated by reference to Exhibit 2.16 to Amendment No. 9 to Schedule 13D relating to Quinsa, filed on March 9, 2004, by AmBev).
2.15		Interbrew Shareholders Agreement dated March 2, 2004 among BRC, EPS, the Stichting and Rayvax (incorporated by reference to Exhibit 2.17 to Amendment No. 9 to Schedule 13D relating to Quinsa, filed on March 9, 2004 by AmBev).
2.16		Amended and Restated InBev By-laws (English Translation) (incorporated by reference to Exhibit 2.16 to Schedule 13D relating to Quinsa, filed on September 2, 2004 by AmBev).
2.17		Stichting By-laws (English Translation) (incorporated by reference to Exhibit 2.17 to Schedule 13D relating to Quinsa, filed on September 2, 2004 by AmBev).
2.18		Stichting Conditions of Administration (English Translation) (incorporated by reference to Exhibit 2.18 to Schedule 13D relating to Quinsa, filed on September 2, 2004 by AmBev).
2.19		Letter Agreement dated July 16, 2004 between AmBev, BAC and Quinsa (incorporated by reference to Exhibit 2.19 to Schedule 13D relating to Quinsa, filed on September 2, 2004 by AmBev).
2.20		Press Release issued by AmBev on October 29, 2004 (incorporated by reference to Exhibit 2.20 to Schedule 13D/A relating to Quinsa, filed on November 4, 2004).
2.21		Letter Agreement dated April 13, 2006 between AmBev, BAC and Quinsa (incorporated by reference to Exhibit 2.21 to Schedule 13D/A relating to Quinsa, filed on April 17, 2006).
2.22		Press Release issued by AmBev on April 13, 2006 (incorporated by reference to Exhibit 2.22 to Schedule 13D/A relating to Quinsa, filed on April 17, 2006).
2.23		Press Release issued by AmBev on August 8, 2006 (incorporated by reference to Exhibit 99.2.23 to Schedule 13D/A relating to Quinsa, filed on August 10, 2006).
2.24		Press Release issued by AmBev on November 8, 2006 (incorporated by reference to Exhibit 2.24 to Schedule TO-C relating to Quinsa, filed on November 9, 2006).
2.25		Press Release issued by AmBev on December 21, 2007 (incorporated by reference to Exhibit 2.28 of Schedule TO-C filed December 26, 2007).
2.26		Stock Purchase Agreement, dated December 21, 2007 between AmBev and Punch Card Capital, LLC (incorporated by reference to Exhibit 99.2 to Schedule TO-C filed on December 26, 2007)
2.27		Stock Purchase Agreement, dated December 21, 2007 between AmBev and Arnhold and S. Bleichroeder Advisers, LLC (incorporated by reference to Exhibit 99.3 to Schedule TO-C filed on December 26, 2007).
2.28		Stock Purchase Agreement, dated December 21, 2007 between AmBev and Duma Master Fund, L.P. (incorporated by reference to Exhibit 99.4 to Schedule TO-C filed on December 26, 2007).

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