84
Grand-Rue • Luxembourg
Tel:
+352.473.884 • Fax: +352.226.056
CONTACT:
Guillermo
Zuzenberg
Quilmes
Industrial (Quinsa) S.A.
+5411-4349-1846
FOR
IMMEDIATE RELEASE
QUILMES
INDUSTRIAL (QUINSA), SOCIÉTÉ ANONYME
RECOMMENDS
IN FAVOR OF AMBEV’S VOLUNTARY OFFER TO
PURCHASE
ANY AND ALL OUTSTANDING QUINSA SHARES
Luxembourg,
January 14th, 2008 -
Quilmes
Industrial (Quinsa), Société 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 Américas - 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withdrawn)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
:
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 Guaraná Antarctica, and has franchise agreements for Pepsi soft drinks,
Gatorade and Lipton Ice Tea. AmBev has been present in Argentina since
1993
through Brahma.