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Update on ongoing progress with Asahi's offer to acquire part of SABMiller's European business
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.
UPDATE ON ONGOING PROGRESS WITH ASAHI'S OFFER TO ACQUIRE PART OF SABMILLER'S EUROPEAN BUSINESS
Following its announcement on 10 February 2016 (“Anheuser-Busch InBev Receives a Binding Offer from
Asahi to Acquire Part of SABMiller’s European Business”), Anheuser-Busch InBev SA/NV (“AB InBev”)
(Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) is pleased to confirm that it has accepted the
binding offer from Asahi Group Holdings, Ltd. (“Asahi”) to acquire certain of SABMiller plc’s
(“SABMiller’s”) European premium brands and their related businesses (excluding certain US rights),
following completion of the relevant employee information and consultation processes applicable to the
sale of these brands and businesses.
The acquisition by Asahi of these premium brands and related businesses (comprised of the Peroni,
Grolsch and Meantime brand families and related businesses in Italy, the Netherlands, the UK and
internationally (“the Business”)) is conditional on the successful closing of the recommended acquisition of
SABMiller by AB InBev as announced on 11 November 2015, which itself contains certain regulatory pre-
conditions and conditions, and the approval by the European Commission of Asahi as a purchaser of the
Business.
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexican (MEXBOL: ABI) and Johannesburg (JSE: ANB) stock exchanges and with American Depositary Receipts
on the New York Stock Exchange (NYSE: BUD). It is the leading global brewer by volume and one of the world’s top five
consumer products companies. The company has a portfolio of well over 200 beer brands and it aims to continue 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 brewing heritage and quality is rooted in
brewing traditions of more than 600 years and the Den Hoorn brewery in Leuven, Belgium, as well as 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, Anheuser-Busch InBev realized 43.6 billion USD revenue. The company
strives to be the Best Beer Company Bringing People Together For a Better World.
Lazard is acting as financial advisor 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 financial advisor 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.
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.
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, the divestiture of certain parts of SABMiller’s European business 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 Anheuser-Busch 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 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 and other 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.
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
19 April 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
Date: 19/04/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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