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Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106.
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ABI
NYSE ADS Code: BUD
JSE Share Code: ANB
ISIN: BE0003793107
('AB InBev')
The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007
regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.
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.
The South African Government and Anheuser-Busch InBev
agree approach on public interest commitments in proposed
acquisition of SABMiller by Anheuser-Busch InBev
An agreed approach has been concluded between the South African Government and Anheuser-Busch
InBev SA/NV ('AB InBev') (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) in relation to the
public interest conditions that will be recommended to the Competition Commission and Competition
Tribunal in connection with the proposed acquisition of SABMiller plc ('SABMiller') by AB InBev.
The package of commitments addresses employment, localisation of production and inputs used in the
production of beer and cider, empowerment in the company, long-term commitments to South Africa and
participation of small beer brewers in the local market.
In a groundbreaking commitment, AB InBev has undertaken to ensure that at no point in the future will
there be involuntary job losses in South Africa as a result of the transaction. In addition, the company has
committed to maintain its total permanent employment levels in South Africa as at the date of closing, for
a period of five years.
The company also agreed to invest R1 billion to support small-holder farmers as well as to promote
enterprise development; local manufacturing, exports and jobs; the reduction of the harmful use of alcohol
(including making available locally produced low and no-alcohol choices for consumers) and green and
water-saving technologies.
As part of the R1 billion commitment, AB InBev will finance 800 new emerging farmers and 20 new
commercial farmers to produce barley, hops, maize and malt for the company, with the strategic intent to
create additional jobs in the agricultural supply chain. The company committed to expand the production
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of barley to be malted and to turn a current net import of barley to a net export of malt (the processed
form of grain used in beer brewing).
The commitment will also support other enterprise development initiatives, including through coaching and
business incubation and the localisation of inputs into the production of beer, which range from agricultural
inputs to packaging.
In addition, AB InBev undertook to work closely with government to reduce the harmful use of alcohol,
including through introducing and promoting no-alcohol and lower alcohol products to the South African
market to encourage consumers to make lower alcohol choices, including through brewing these products
locally where possible.
In terms of the agreed approach, the company will support broad-based empowerment and will maintain
South African Breweries' current Zenzele share-scheme which provides opportunities for black South
Africans (including employees) to participate as shareholders, until the scheme expires in 2020. The
company will table a proposal within two years of closure of the deal that will set out its long-term
empowerment commitments beyond 2020.
As a further indication of its long-term commitment to investment in the country, AB InBev's regional
head-office for Africa will be located in Johannesburg and a secondary listing on the Johannesburg Stock
Exchange has already been completed.
The agreement also includes commitments by AB InBev to support the participation of small craft-beer
producers in local markets.
Welcoming the agreement and AB InBev's commitments, Minister of Economic Development Ebrahim Patel
noted that mergers and acquisitions are subject to specific public interest criteria set out in the
Competition Act.
'South African Breweries ' the SABMiller predecessor - has been an important company in the South
African economy for many years. This transaction is by far the largest yet to be considered by the
competition authorities and it is important that South Africans know that the takeover of a local iconic
company will bring tangible benefits,' Minister Patel said.
"Jobs and inclusive growth are the central concerns in our economy. Our competition laws specifically
provide for consideration of the employment and public interest impact of mergers and acquisitions.
Following the announcement of the proposed acquisition of SABMiller, the South African government
carefully evaluated the likely impact on jobs, small businesses, farmers and economic empowerment. We
engaged with AB InBev to identify commitments that can ensure that the transaction has a net benefit for
the country. The commitments made by the company are the most extensive merger-specific undertakings
made to date in a large merger. In our view, they meet the requirements of the competition legislation.
The agreed terms will be placed before the competition authorities for consideration,' Minister Patel said.
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Carlos Brito, CEO of AB InBev added: 'We are pleased to have reached this agreement with the South
African Government. As we have stated from the outset, we are excited about the growth opportunities
and the role South Africa will play in our combined business. Recognizing South African Breweries'
important contributions to South Africa's economy and society, our commitments seek to build on this
deep heritage and we believe there is a huge amount that the two companies can achieve together to the
benefit of all stakeholders.'
It is expected that the agreement on terms between Government and AB InBev will expedite the merger
proceedings before the South African Competition Authorities. In terms of process going forward, the
agreement will be provided to the Competition Commission for consideration as part of its assessment of
the competition and public interest impact of the proposed acquisition. That assessment will culminate in a
recommendation by the Commission to the Competition Tribunal.
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 Heiko Vulsieck
Tel: +1-212-573-9283 Tel: +32-16-27-68-88
E-mail: karen.couck@ab-inbev.com E-mail: heiko.vulsieck@ab-inbev.com
Kathleen Van Boxelaer Lauren Abbott
Tel: +32-16-27-68-23 Tel: +1-212-573-9287
E-mail: kathleen.vanboxelaer@ab-inbev.com E-mail: lauren.abbott@ab-inbev.com
Itumeleng Mahabane
Brunswick Group South Africa
Tel: +27-11-502 7300
Email: imahabane@brunswick.co.za
14 April 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexico (MEXBOL: ABI) and South Africa (JSE: ANB) stock exchanges and 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 the
company's 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 more than 150,000 employees based in 26 countries worldwide. In 2015, AB InBev
realized 43.6 billion US dollar revenue. The company strives to be the Best Beer Company Bringing People Together For
a Better World. For more information, please visit: www.ab-inbev.com.
NOTES
Disclosure requirements of the Code
Under Rule 8.3(a) of the City Code on Takeovers and Mergers (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 proposed acquisition of SABMiller and the associated antitrust clearance in South Africa (including with respect
to the expected timing and scope of these matters), 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. 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 the satisfaction of the pre-conditions and the conditions to the transactions described
herein, the ability to obtain the regulatory approvals related to the transactions and the ability to satisfy any conditions
required to obtain such approvals, 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 14 March 2016. Other
unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking
statements. There can be no certainty that the proposed transactions will be completed on the terms described herein
or at all.
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.
Future SEC Filings and This Filing: Important Information
In the event that AB InBev and SABMiller implement a transaction relating to the acquisition of SABMiller by AB InBev,
AB InBev or Newco (a Belgian limited liability company to be formed for the purposes of such transaction) may be
required to file relevant materials with the SEC. Such documents, however, are not currently available. INVESTORS ARE
URGED TO READ ANY DOCUMENTS REGARDING SUCH POTENTIAL TRANSACTION IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of
such filings without charge, at the SEC's website (http://www.sec.gov) once such documents are filed with the SEC.
Copies of such documents may also be obtained from AB InBev, without charge, once they are filed with the SEC.
Notice to US investors
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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Date: 15/04/2016 07:05:00 Supplied by www.sharenet.co.za
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