AmBev Announces Voluntary Offer to Purchase Any and All Outstanding Shares of its Subsidiary Quilmes Industrial, Societe Anonyme
The offer will be subject to certain customary conditions that will be described in the offer to purchase, but there will be no minimum tender condition.
22/12/07 Companhia de Bebidas das Americas - AmBev announced that its board of directors has approved a plan to make a voluntary offer to purchase any and all Class A shares and Class B shares (including Class B shares held as American Depositary Shares of its subsidiary Quilmes Industrial (Quinsa), Societe Anonyme that are not owned by AmBev or its subsidiaries. AmBev owns, directly and indirectly, approximately 97% of the voting interest and approximately 91% of the economic interest in Quinsa.
The draft offer to purchase and ancillary documentation will be promptly filed with the Commission de Surveillance du Secteur Financier in Luxembourg. The offer will be governed by general provisions of Luxembourg law and not fall within the scope of the Luxembourg law of May 10, 2006 implementing Directive 2004/25 EC on takeovers. The offer will also comply with applicable U.S. federal securities laws and regulations, including the disclosure requirements of Rule 13e-3, and will commence upon filing of the offer to purchase and ancillary documentation on Schedule TO with the U.S. Securities and Exchange Commission.
The offer will be made by AmBev and the purchase price will be U.S.$4.0625 per Class A share, U.S.$40.625 per Class B share (U.S.$81.25 per ADS), in cash (less any amounts withheld under applicable tax laws), without interest; provided, however, that in the event at least 5,968,722 Class B shares (including Class B shares held as ADSs) are tendered (and not validly withdrawn), the purchase price will be increased to U.S.$4.125 per Class A share, U.S.$41.25 per Class B share (U.S.$82.50 per ADS).
The offer will be subject to certain customary conditions that will be described in the offer to purchase, but there will be no minimum tender condition.
Furthermore, Arnhold and S. Bleichroeder, Punch Card Capital and Duma Capital Partners have agreed to sell to AmBev their shares totalling approximately a 3.22% economic interest in Quinsa.
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.
