Labatt Breweries to Acquire Lakeport Brewing Income Trust Units 

01/02/07 InBev has announced that Labatt Brewing Company Limited (Labatt) has entered into a Support Agreement with Lakeport Brewing Income Fund to acquire all of the outstanding units of Lakeport at a purchase price of CDN $28.00 (18.30 euro) per unit in cash for an aggregate purchase price of just over CDN$201.4 million (131 million euro). A take-over bid circular, containing the full terms of the Offer will be mailed to Lakeport’s unit holders together with the Board of Trustee’s circular and other related documents in connection with the Offer. The Offering Documents will be mailed by the third week of February.

Under the Agreement, the Board of Trustees of Lakeport unanimously recommends that unit holders accept the Offer, which represents a premium of 36% based on the $20.57 closing price for the Lakeport units on the Toronto Stock Exchange on January 31, 2007.

Miguel Patricio, Zone President North America said, "I am pleased to announce this agreement with Lakeport. Lakeport has had great success growing their brands in the value segment of the highly competitive Ontario beer market and we look forward to building on Lakeport’s success in this area. This announcement demonstrates our commitment to growing Labatt in Canada and ensuring that our consumers have as much choice as possible across all beer segments."

Completion of the Offer is subject to certain customary conditions, among other things, there being validly deposited under the Offer and not withdrawn that number of units that constitutes at least 66 2/3% of the issued and outstanding units of Lakeport (calculated on a fully diluted basis). If a sufficient number of units to meet the minimum tender condition are tendered to the Offer, Labatt has agreed to pursue lawful means of acquiring the remaining units, including, without limitation, through a subsequent acquisition transaction. The parties will make a pre-merger filing under the Competition Act as is customary for transactions of this size. The parties will endeavour to close the transaction at the earliest possible date, while allowing the Competition Bureau time to review the transaction in the ordinary course.

Roseto Inc., which is wholly owned by Teresa Cascioli, the Chair and Chief Executive Officer of Lakeport, and Ms. Cascioli, have entered into a lock-up agreement which provides that, subject to certain terms and conditions, they will conditionally exercise all exchange rights and convert all Class B LP units in Lakeport Brewing Limited Partnership for Fund units and will deposit all of their Fund units (including any Fund units to be received pursuant to the Fund’s Long-Term Incentive Plan (LTIP) and the redemption of Class D LP units) to the Offer. In certain circumstances, including where the Board of Trustees terminates the Agreement, Roseto Inc. and Ms. Cascioli may withdraw the units tendered to the Offer. The units subject to the lock-up agreement represent approximately 1,553,894 Fund units, which represent approximately 21.6% of the fully diluted units of the Fund.

The transaction is subject to notification to the Competition Bureau as is customary for transactions of this size. The Bureau will conduct its review in the ordinary course.