AmBev Plans to Voluntarily Acquire Any and All Outstanding Shares of Its Subsidiary Quilmes Industrial (Quinsa), Societe Anonyme
The commencement of the offer is subject to the prior approval of the offer to purchase by the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg.
09/11/06 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 ("ADSs")) of its subsidiary Quilmes Industrial (Quinsa), Societe Anonyme ("Quinsa") that are not owned by AmBev or its subsidiaries. AmBev indirectly owns approximately 97% of the voting interest and approximately 91% of the economic interest in Quinsa.
The commencement of the offer is subject to the prior approval of the offer to purchase by the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg. The offer will commence as soon as practicable after the CSSF's approval. The offer will also comply with applicable U.S. Securities Law, including the disclosure requirements of Rule 13e-3.
Subject to the CSSF's review, the offer will be made by Beverage Associates Holding Ltd. ("BAH"), a Bahamian corporation and a wholly-owned subsidiary of AmBev, and the purchase price will be U.S.$3.35 per Class A share, U.S.$33.53 per Class B share (U.S.$67.07 per ADS), net to the seller in cash (less any amounts witheld under applicable tax laws), without interest, which corresponds to the same price per share paid by AmBev to Beverage Associates (BAC) Corp., on August 8, 2006, in a negotiated transaction for the acquisition of BAC's controlling interest in Quinsa.
The offer will be subject to certain conditions that will be described in the offer to purchase.
Upon consummation of the offer, AmBev intends to cause BAH to acquire the remaining Class A shares and Class B shares (including Class B shares held as ADSs) pursuant to a squeeze-out right under the law of the Grand-Duchy of Luxembourg of 19 May 2006 transposing Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (the "Luxembourg Takeover Law") on the same terms as the offer.
Following the consummation of the offer and the squeeze-out, AmBev intends to cause 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, as well as to terminate the registration of the Class B shares under the U.S. Securities Exchange Act of 1934, as amended.
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.
