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Anheuser-Busch InBev and Ambev agree to exchange certain Ambev and SABMiller businesses in Latin America
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” or “the Company”)
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.
ANHEUSER-BUSCH INBEV AND AMBEV AGREE TO
EXCHANGE CERTAIN AMBEV AND SABMILLER BUSINESSES
IN LATIN AMERICA
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB) has
entered into an agreement with Ambev S.A. (“Ambev”) pursuant to which AB InBev has agreed to transfer
SABMiller plc’s (“SABMiller”) Panamanian business to Ambev, in exchange for which Ambev has agreed to
transfer to AB InBev its business in Colombia, Peru and Ecuador. This will allow AB InBev to focus on
countries where the SABMiller businesses it acquires are well established, and allow Ambev to initiate
operations in Panama through the established SABMiller business and further expand its businesses in
Central America.
The transaction is conditional on the successful closing of the proposed business combination between
AB InBev and SABMiller as announced on 11 November 2015, in addition to other customary closing
conditions. Lazard acted as AB InBev’s financial advisor.
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 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
Richard Jacques, Brunswick Group UK
Tel: +44-20-7404-5959
E-mail: rjacques@brunswickgroup.com
Liz Dahan, Brunswick Group
Tel: +1-646-223-0690
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E-mail: ldahan@brunswickgroup.com
13 May 2016
Sponsor: Deutsche Securities SA Proprietary Limited
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 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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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.
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 AB InBev’s possible exchange of SABMiller’s Panamanian business for
AmBev’s businesses in Colombia, Peru and Ecuador (including with respect to the expected timing and scope of these
transactions), 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, AmBev 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, AmBev’s most recent Form 20-F filed with the SEC on 14 March
2016, reports furnished on Form 6-K by AB InBev and AmBev, and any other documents that AB InBev, AmBev 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 Newbelco SA/NV (a Belgian limited liability company 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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