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GEN - General - Anheuser-Busch InBev Response to SABMiller Announcement
GEN - General - Anheuser-Busch InBev
PRESS RELEASE
Brussels, 8th October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE.
Anheuser-Busch InBev Response
to SABMiller Announcement
Anheuser-Busch InBev (“AB InBev”) (Euronext: ABI) (NYSE: BUD) notes the announcement from the
Board of SABMiller plc (“SABMiller”) (LSE: SAB) (JSE: SAB) rejecting AB InBev’s proposal of GBP 42.15 per
share in cash, with a partial share alternative.
AB InBev is surprised that the Board of SABMiller (excluding the directors nominated by SABMiller’s largest
shareholder, Altria Group, Inc., who dissented) continues to say that this proposal “still very substantially
undervalues SABMiller”.
This lacks credibility because:
* The cash proposal represents a premium of approximately 44% to SABMiller’s closing share price
of GBP 29.34 on 14th September 2015 (being the last business day prior to renewed speculation of
an approach from AB InBev); and
* Altria Group, Inc., which owns 27% of SABMiller and has three representatives on the Board, has
publicly stated that it supports our proposal and “urges SABMiller’s board to engage promptly and
constructively with AB InBev to agree on the terms of a recommended offer”.
The Board of SABMiller has also referred to the highly conditional nature of the proposals, including
significant regulatory hurdles in the US and China, “on which AB InBev has not yet provided comfort to
SABMiller”. Together with its advisers, AB InBev has done significant work on regulatory matters and has
identified solutions that provide a clear path to closing. AB InBev intends to work proactively with
regulators to resolve any concerns. AB InBev has repeatedly offered to share this analysis with SABMiller
and its advisers. Each time the Board of SABMiller has refused to engage.
Carlos Brito, Chief Executive Officer of Anheuser-Busch InBev, said:
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Brussels, 8th October 2015
“Notwithstanding our good faith efforts, the Board of SABMiller has refused to meaningfully engage with
us. Our proposal creates significant value for everybody. How long will it be before shareholders see a
value of over GBP 42 in the absence of an offer from AB InBev? If shareholders agree that we should be
in proper discussions, they should voice their views and should not allow the Board of SABMiller to
frustrate this process and let this opportunity slip away.”
Lazard is acting exclusively as financial adviser to AB InBev and for no one else in connection with the
matters described in this announcement and is not, and will not be, responsible to anyone other than AB
InBev for providing the protections afforded to clients of Lazard, or for providing advice in connection with
the matters described in this announcement. For these purposes “Lazard” means Lazard Frères & Co. LLC
and Lazard & Co., Limited. Lazard & Co., Limited is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this announcement or the
matters described in this announcement.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central
Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by
the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is
subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial
Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the Financial Conduct Authority, are available on request or from
www.db.com/en/content/eu_disclosures.htm
Deutsche Bank AG, acting through its London branch (“DB”), is acting as corporate broker to AB InBev and
no other person in connection with this announcement or its contents. DB will not be responsible to any
person other than AB InBev for providing any of the protections afforded to clients of DB, nor for providing
any advice in relation to any matter referred to herein. Without limiting a person’s liability for fraud,
neither DB nor any of its subsidiary undertakings, branches or affiliates nor any of its or their respective
directors, officers, representatives, employees, advisers or agents owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of DB in connection with this announcement, any statement
contained herein or otherwise.
In accordance with Rule 2.6(a) of the Code, AB InBev must, by not later than 5.00 p.m. on Wednesday 14
October 2015, either announce a firm intention to make an offer for SABMiller in accordance with Rule 2.7
of the Code or announce that it does not intend to make an offer for SABMiller, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only
be extended with the consent of SABMiller and the Takeover Panel in accordance with Rule 2.6(c) of the
Code.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
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NOTES
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent
that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and
Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
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Forward Looking Statements
This press release contains “forward-looking statements”. These statements are based on the current expectations and
views of future events and developments of the management of AB InBev and are naturally subject to uncertainty and
changes in circumstances. The forward-looking statements contained in this release include statements relating to AB
InBev’s proposal to the Board of SABMiller, and other statements other than historical facts. Forward-looking
statements include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”,
“expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees” and words of similar import. These forward-looking
statements may include statements relating to: the expected characteristics of the combined company; expected
ownership of the combined company by AB InBev and SABMiller shareholders; expected customer reach of the
combined company; the expected benefits of the proposed transaction; and the financing of the proposed transaction.
All statements other than statements of historical facts are forward-looking statements. You should not place undue
reliance on these forward-looking statements, which reflect the current views of the management of AB InBev, are
subject to numerous risks and uncertainties about AB InBev and SABMiller and are dependent on many factors, some of
which are outside of AB InBev’s control. There are important factors, risks and uncertainties that could cause actual
outcomes and results to be materially different, including that there can be no certainty that the approach in respect of
the proposed transaction described herein will result in an offer or agreement, or as to the terms of any such
agreement, and the risks relating to AB InBev described under Item 3.D of its Annual Report on Form 20-F (“Form 20-
F”) filed with the US Securities and Exchange Commission (“SEC”) on 24 March 2015. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the forward-looking statements.
The forward-looking statements should be read in conjunction with the other cautionary statements that are included
elsewhere, including AB InBev’s most recent Form 20-F, reports furnished on Form 6-K, and any other documents that
AB InBev or SABMiller have made public. Any forward-looking statements made in this communication are qualified in
their entirety by these cautionary statements, and there can be no assurance that the actual results or developments
anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected consequences
to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
Notice to US investors
If AB InBev made an offer for SABMiller, then US holders of SABMiller shares should note that the steps of any
transaction requiring approval by SABMiller shareholders may be implemented under a UK scheme of arrangement
provided for under English company law. If so, it is expected that any shares to be issued under the transaction to
SABMiller shareholders would be issued in reliance upon the exemption from the registration requirements of the US
Securities Act of 1933, provided by Section 3(a)(10) thereof and would be subject to UK disclosure requirements (which
are different from those of the United States). The transaction may instead be implemented by way of a takeover offer
under English law. If so, any securities to be issued under the transaction to SABMiller shareholders will be registered
under the US Securities Act, absent an applicable exemption from registration. If the transaction is implemented by way
of UK takeover offer, it will be done in compliance with the applicable rules under the US Exchange Act of 1934,
including any applicable exemptions provided under Rule 14d-1(d) thereunder.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Brussels, 8th October 2015
ANHEUSER-BUSCH INBEV CONTACTS
Media Investors
Marianne Amssoms Graham Staley
Tel: +1-212-573-9281 Tel: +1-212-573-4365
E-mail: marianne.amssoms@ab-inbev.com E-mail: graham.staley@ab-inbev.com
Karen Couck Christina Caspersen
Tel: +1-212-573-9283 Tel: +1-212-573-4376
E-mail: karen.couck@ab-inbev.com E-mail: christina.caspersen@ab-inbev.com
Kathleen Van Boxelaer Heiko Vulsieck
Tel: +32-16-27-68-23 Tel: +32-16-27-68-88
E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: heiko.vulsieck@ab-inbev.com
Steve Lipin, Brunswick Group US
Tel: +1-212-333-3810
E-mail: slipin@brunswickgroup.com
Richard Jacques, Brunswick Group UK
Tel: +44-20-7404-5959
E-mail: rjacques@brunswickgroup.com
Financial Adviser – Lazard Corporate Broker – Deutsche Bank
William Rucker / Charlie Foreman Ben Lawrence / Simon Hollingsworth
Tel: +44 20 7187 2000 Tel: +44 20 7545 8000
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with American
Depositary Receipts on the New York Stock Exchange (NYSE: BUD). It is the leading global brewer and one of the
world’s top five consumer products companies. Beer, the original social network, has been bringing people together for
thousands of years and our portfolio of well over 200 beer brands continues to forge strong connections with
consumers. This includes global brands Budweiser®, Corona® and Stella Artois®; international brands Beck’s®,
Leffe®, and Hoegaarden®; and local champions Bud Light®, Skol®, Brahma®, Antarctica®, Quilmes®, Victoria®,
Modelo Especial®, Michelob Ultra®, Harbin®, Sedrin®, Klinskoye®, Sibirskaya Korona®, Chernigivske®, Cass®, and
Jupiler®. Anheuser-Busch InBev’s dedication to quality goes back to a brewing tradition of more than 600 years and the
Den Hoorn brewery in Leuven, Belgium, as well as the pioneering spirit of the Anheuser & Co brewery, with origins in
St. Louis, USA since 1852. Geographically diversified with a balanced exposure to developed and developing markets,
Anheuser-Busch InBev leverages the collective strengths of its approximately 155 000 employees based in 25 countries
worldwide. In 2014, AB InBev realized USD 47.1 billion revenue. The company strives to be the Best Beer Company
Bringing People Together For a Better World. Learn more at ab-inbev.com, at facebook.com/ABInBev or on Twitter
through @ABInBevNews.
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