E-Malt.com News article: 4572

Belgium: InBev announced on March 31, 2005 the results and settlement mechanics and timing of the mandatory tender offer launched in relation to AmBev common shares in Brazil (“MTO”). The MTO started on February 14, 2005 and ended on March 29, 2005, on which date the “auction” was held in Brazil, InBev said. InBev communicated that the results of the MTO are the following:

1,612,915,545 common AmBev shares have been tendered to the cash option.
1,347,155,632 common AmBev shares have been tendered to the stock-for-stock option.

The AmBev common shares tendered to the cash option and to the stock-for-stock option represent, on an aggregate basis, 81.23% of the total number of outstanding AmBev common shares concerned by the MTO and will bring the total participation held, directly or indirectly, by InBev in AmBev to a 80.99% voting interest and a 54.16% economic interest (55.79 % economic interest net of treasury shares).

InBev will maintain the listing of the AmBev common shares on the São Paulo Stock Exchange and of the ADSs representing such shares on the New York Stock Exchange.

The Board of Directors of InBev, which met on March 31, 2005, approved the delivery by InBev of newly issued InBev ordinary shares to holders of AmBev common shares who have tendered such shares in the stock-for-stock option of the MTO. In accordance with the MTO terms and conditions contained in the MTO “edital” published in Brazil (“Edital”):

- tendering holders will be entitled to receive 13.827166 InBev shares for each 1,000 AmBev common shares tendered;
- however, no fractions of InBev shares will be delivered to tendering holders, who will receive in lieu of such fractions an amount in (Brazilian Reais) R$ equal to a proportional fraction of EUR 25.55 per InBev share, after conversion in accordance with the methodology referred to in section 1.4.1 (ii) of the Edital.

New InBev shares delivered to tendering holders will not be entitled to the proposed 2004 dividend (€0.39 for each InBev share) that InBev would declare and pay on April 27, 2005. Such new InBev shares will be listed on Euronext Brussels on or as soon as possible after the settlement date of the stock-for-stock option (see hereunder) and will trade solely on this stock exchange.

Assuming all holders who have tendered their shares to the stock-for-stock option of the MTO meet the qualification formalities and deadline mentioned hereabove, InBev would issue/pay, on an aggregate basis, to all such holders, up to 18,627,344 new InBev ordinary shares and a non-material cash amount in Brazilian Reais (R$).

The up to 18,627,344 new InBev ordinary shares that InBev would issue in connection with the settlement of the stock-for-stock option (see above) would bring (i) the total outstanding number of InBev shares from 588,617,201 to up to 607,244,545 shares (or any other relevant number in the case that the first number mentioned above is modified after the publication of this press release as a result of (a) any exercise of warrants issued by InBev in connection with its employee warrants plan or (b) any other reason), and (ii) the total amount of share capital of InBev from €453,497,128.77 to up to €467,840,183.65 (or any other relevant amount in the case that the first amount mentioned above is modified after the publication of this press release for the reasons mentioned above). In connection with this capital increase, an amount of up to €490,457,967.42 would be allocated to the issuance premium account of InBev.

In accordance with the Edital, InBev (through InBev Holding Brazil, a wholly owned subsidiary of InBev incorporated under Brazilian law) will pay, to AmBev common shareholders who have tendered their shares in the cash option of the MTO, an amount in Brazilian Reais (R$) equal to EUR 353.28 for each 1,000 common shares tendered. After conversion in accordance with the methodology provided in section 1.4.2 of the Edital, the actual amount to be paid to tendering holders will be R$ 1,224.64 for each 1,000 common shares tendered.

On an aggregate basis, the amount to be paid to all holders having tendered their shares to the cash option of the MTO will be approximately EUR 570 millions (R$ 1,975 million).

The settlement date for the cash option is April 5, 2005.

InBev is a publicly traded company (Euronext: INB) based in Leuven, Belgium. The company's origins date back to 1366, and today it is the leading global brewer by volume. InBev’s strategy is to strengthen its local platforms by building significant positions in the world's major beer markets through organic growth, world-class efficiency, targeted acquisitions, and by putting consumers first. InBev has a portfolio of more than 200 brands, including Stella Artois®, BRAHMA®, Beck’s®, Skol®—the third-largest selling beer brand in the world—Leffe®, Hoegaarden®, Staropramen® and Bass®. InBev employs some 77,000 people, running operations in over 30 countries across the Americas, Europe and Asia Pacific. In 2004, InBev realized a net turnover of 8.57 billion euro (including four months of AmBev).


03 April, 2005