Quilmes Industrial (Quinsa), Societe Anonyme Recommends in Favor of AmBev's Voluntary Offer to Purchase Any and All Outstanding
January 14 2008 - 2:43PM
PR Newswire (US)
LUXEMBOURG, Jan. 14 /PRNewswire-FirstCall/ -- Quilmes Industrial
(Quinsa), Societe Anonyme (NYSE:LQU) ("Quinsa" or the "Company")
announced today that its Board of Directors has unanimously
concluded that the voluntary offer by Companhia de Bebidas das
Americas - AmBev ("AmBev") 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 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
affiliates, as more fully set out in the offer document (the "Offer
Document") filed with the U.S. Securities and Exchange Commission
(the "SEC") by AmBev (the "Offer"), is fair to Quinsa's
shareholders other than AmBev and its affiliates. The Board also
unanimously decided to recommend that shareholders tender their
shares in the Offer. As further explained in the Offer
Documentation (as defined below), Quinsa's Board of Directors
reached its conclusions on the Offer after considering a number of
factors, including the opinion of the Board's financial advisor,
Citigroup Global Markets Inc., that the consideration offered to
holders of Class A shares in the Offer is fair, from a financial
point of view to these holders, and that the consideration offered
to holders of Class B shares in the Offer is fair, from a financial
point of view to these holders, in each case, other than AmBev and
its affiliates. The purchase price in the Offer will be U.S.$4.0625
per Class A share and U.S.$40.625 per Class B share (U.S.$81.25 per
ADS), net to the seller in cash (less any amounts withheld under
applicable tax laws), without interest. In the event at least
5,968,722 Class B shares (including Class B shares held as ADSs)
are tendered (and not validly withdrawn) pursuant to the Offer by
January 30, 2008, AmBev will increase the price offered for each
share to U.S.$4.125 per Class A share and U.S.$41.25 per Class B
share (U.S.$82.50 per ADS). The Offer 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). On December 21, 2007, AmBev entered into stock purchase
agreements with three of the Company's largest shareholders (other
than AmBev and its affiliates), representing as of that date a
3.22% economic interest in the Company, to purchase the outstanding
shares held by such shareholders in the Offer. If the Offer is
terminated, AmBev remains obligated to purchase the shares of these
three shareholders. Following consummation of the Offer, AmBev has
indicated that it 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) and 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 Document, which was filed with the
SEC on December 28, 2007 and reviewed by the Commission for the
Supervision of the Financial Sector in Luxembourg. 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/. 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. Quinsa will deliver copies of the recommendation of
its Board of Directors by mail to Quinsa shareholders. The Board's
recommendation is also available at http://www.sec.gov/ and
http://www.quinsa.com/ and may be obtained free of charge at the
registered office of Quinsa in Luxembourg at the address referred
to above. ABOUT QUINSA Quinsa is a Luxembourg-based holding company
that controls approximately 93% of Quilmes International (Bermuda)
("QIB"). The remaining stake is held by AmBev. Quinsa, through QIB,
controls beverage and malting businesses in five Latin American
countries. Its beer brands are strong market leaders in Argentina,
Bolivia, Paraguay and Uruguay, and have a presence in Chile.
Further, pursuant to the Company's strategic alliance with AmBev,
it has entered into license and distribution agreements to produce
and sell in Argentina, Bolivia, Chile, Paraguay and Uruguay the
AmBev brands. Similarly, under the agreements, AmBev may produce
and distribute Quinsa's brands in Brazil. The Company also has
bottling and franchise agreements with PepsiCo, and thus accounts
for 100% of PepsiCo beverage sales in both Argentina and Uruguay.
Quinsa's Class A and Class B shares are listed on the Luxembourg
Stock Exchange (Reuters codes: QUIN.LU and QUINp.LU). Quinsa's
American Depositary Shares, representing the Company's B shares,
are listed on the New York Stock Exchange (NYSE:LQU). Quinsa's web
address: http://www.quinsa.com/ ABOUT AMBEV 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.
DATASOURCE: Quilmes Industrial (Quinsa) S.A. CONTACT: Guillermo
Zuzenberg, Quilmes Industrial (Quinsa) S.A., +011-5411-4349-1846
Web site: http://www.quinsa.com/
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