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Anheuser-Busch InBev announces expected timetable and next steps in recommended combination with SABMiller
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
JSE Share Code: ANB
ISIN: BE0003793107
NYSE ADS Code: BUD
ISIN: US03524A1088
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.
ANHEUSER-BUSCH INBEV ANNOUNCES EXPECTED
TIMETABLE AND NEXT STEPS IN RECOMMENDED
COMBINATION WITH SABMILLER
Expected timetable envisages completion of recommended combination
on 10 October 2016
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB)
today announces that, following satisfaction of the pre-conditions to its recommended business
combination with SABMiller plc (“SABMiller”) as announced on 29 July 2016, AB InBev and SABMiller have
agreed an expected timetable for the implementation of the combination.
The expected timetable envisages publication of the UK scheme document as well as the other key
transaction documents on 26 August 2016, shareholder meetings of AB InBev and SABMiller being held on
28 September 2016 and completion of the combination on 10 October 2016. Further details are set out
below.
Completion of the combination remains subject to a number of conditions including approval of AB InBev
and SABMiller shareholders. Full details of the terms and conditions of the combination will be set out in
the transaction documents.
AB InBev intends that on 2 August 2016 it will file with the Brussels commercial registry a document
relating to the Belgian merger of AB InBev into Newbelco SA/NV (the “Merger Terms”). The Belgian
merger comprises one of the three key steps in the implementation of the combination. In addition to
setting out details of the Belgian merger, the Merger Terms contain further details of the expected
timetable (as summarised below) and further background on AB InBev’s strategic rationale for the
combination and its strategic intentions for the combined group post-completion.
Once filed, a copy of the Merger Terms will be available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on AB InBev’s website www.ab-inbev.com and also at
www.globalbrewer.com.
The subsequent step of the implementation process is a hearing of the UK Court as part of the UK scheme
of arrangement (the “UK Scheme Directions Hearing”). At the UK Scheme Directions Hearing SABMiller
will determine with the UK Court whether, for the purposes of voting at the UK Scheme Court Meeting,
Altria and/or BEVCO should be treated as one class along with all the other SABMiller shareholders (in
which case all SABMiller shareholders would vote together in one meeting) or as part of a separate class or
classes (in which case the different classes would vote, or agree to the UK scheme, separately). SABMiller
has stated its intention to ask the UK Court to treat Altria and BEVCO as a separate class. The UK Scheme
Directions Hearing is expected to take place on 22 August 2016 at the Companies Court, The Rolls
Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, UK, and the time of the hearing will be set out
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on HM Courts & Tribunals Service’s website at www.justice.gov.uk/courts/court-lists. SABMiller
shareholders have the right to attend in person or through counsel and make representations at the
hearing.
Expected timetable of principal events:
Event Expected date
Publication of Merger Terms 2 August 2016
UK Scheme Directions Hearing 22 August 2016
Publication of other transaction documents to AB InBev, 26 August 2016
SABMiller and Newbelco shareholders
AB InBev General Meeting, SABMiller UK Scheme Court 28 September 2016
Meeting, SABMiller General Meeting and Newbelco General
Meeting
UK Scheme Court Sanction Hearing and last day of dealings in 5 October 2016
SABMiller shares
Belgian Offer opens and closes 7 October 2016
Latest time for making or revising elections for the Cash 7 October 2016
Consideration or Partial Share Alternative
Belgian Merger becomes effective and combination completes 10 October 2016
New listing of the combined group on Euronext Brussels, and 11 October 2016
secondary listings on the Johannesburg Stock Exchange, the
Mexico Stock Exchange and the listing of Newbelco ADSs on
the New York Stock Exchange
The above expected dates are subject to change and will depend on, among other things, the date on
which the UK Court sanctions the UK scheme. AB InBev will give adequate notice of all of these dates,
when known, by issuing a further press release and by making such press release available on AB InBev’s
website www.ab-inbev.com and also at www.globalbrewer.com.
Further details of the implementation process, including further detail of the expected timetable and the
action to be taken by AB InBev shareholders and SABMiller shareholders will be included in the other
transaction documents when published, expected on 26 August 2016.
Terms used but not defined in this announcement have the meaning given in the joint announcement of
AB InBev and SABMiller on 11 November 2015.
English, French and Dutch versions of this press release will be available on www.ab-inbev.com.
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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.
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
2 August 2016
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
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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 proposed business combination with SABMiller (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 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 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 business combination of AB InBev and
SABMiller, 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.
Additional Information
This communication is for informational purposes only. 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. This
communication is not a substitute for a registration statement filed with the SEC or any other document relating to the
combination that may be published by AB InBev, SABMiller or Newbelco. The combination, including the Belgian merger
of AB InBev into Newbelco, has not yet commenced. 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.
The making of an offer of securities in relation to the combination to specific persons who are residents in, or nationals
or citizens of, certain jurisdictions or to custodians, nominees or trustees of such persons may be made only in
accordance with the laws of the relevant jurisdiction. It is the responsibility of those shareholders wishing to accept an
offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the
proposed combination.
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