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Early Results of Tender Offers for Up To USD 2.5 Billion Aggregate Purchase Price of Three Series of USD Notes
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: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev” or the “Company”)
Anheuser-Busch InBev Announces Early Results of Tender Offers for Up To USD 2.5 Billion Aggregate Purchase Price of
Three Series of USD Notes
Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH)
today announced the early results of offers by its wholly-owned subsidiary Anheuser-Busch InBev
Finance Inc. (“ABIFI” or the “Company”) to purchase for cash any validly tendered (and not validly
withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid
interest) of $2,500,000,000 (the “Offer Cap”) of three series of the Company’s notes (the “Tender
Offers”).
As announced on 13 November 2018, the Company will spend up to the Offer Cap to purchase its
outstanding $7,500,000,000 2.650% Notes due 2021, its $1,250,000,000 2.625% Notes due 2023 and
its $6,000,000,000 3.300% Notes due 2023 (together, the “Notes”).
The Tender Offers have been made pursuant to the terms and conditions set forth in the offer to
purchase, dated 13 November 2018 (the “Offer to Purchase”). Terms not defined in this announcement
have the meanings given to them in the Offer to Purchase.
According to information provided by Global Bondholder Services Corporation, the tender and
information agent for the Tender Offers, $9,136,383,000 aggregate principal amount of the Notes were
validly tendered prior to or at the Early Tender Time and not validly withdrawn. This amount includes
$4,955,239,000 aggregate principal amount of the 2.650% Notes due 2021, $647,318,000 aggregate
principal amount of the 2.625% Notes due 2023 and $3,533,826,000 aggregate principal amount of the
3.300% Notes due 2023. The Withdrawal Deadline for the Tender Offers was 5:00 p.m., New York City
time, on 27 November 2018.
The pricing of the Total Consideration for each series of Notes is expected to occur at 11:00 a.m., New
York City time, on 28 November 2018. The Company will announce how many Notes of each series
were accepted for purchase, according to the Acceptance Priority Levels, immediately following pricing.
The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to
Purchase.
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The Dealer Managers for the Tender Offer are:
BofA Merrill Lynch Deutsche Bank Securities
214 North Tryon Street, 14th Floor 60 Wall Street, 2nd Floor
Charlotte, North Carolina 28255 New York, New York 10005
USA USA
Attn: Liability Management Group Attn: Liability Management Group
Collect: +1 (980) 387-3907 Collect: +1 (212) 250-2955
U.S. Toll-Free: : +1 (888) 292-0070 U.S. Toll-Free:+1 (866) 627-0391
The Tender and Information Agent for the Tender Offers is:
Global Bondholders Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (866) 470-3800
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
Non-U.S. Distribution Restrictions
Italy. None of the Offer to Purchase or any other document or materials relating to the Tender
Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being
carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial
owners of such Notes that are resident and/or located in Italy can tender Notes for purchase in the
Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385
of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations
and with any requirements imposed by CONSOB and any other Italian authority. Each intermediary
must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients
in connection with such Notes or the Tender Offer.
United Kingdom. The communication of this Offer to Purchase and any other documents or
materials relating to the Tender Offer is not being made and such documents and/or materials have not
been approved by an authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, this Offer to Purchase and such documents and/or materials are not
being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of investment professionals (as defined
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in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Financial Promotion Order”)), (ii) to those persons who are within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the Offeror, (iii) to those persons who are
outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.
France. The Tender Offer is not being made, directly or indirectly, to the public in the Republic
of France (France). Neither this Offer to Purchase nor any other document or material relating to the
Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties (personnes fournissant le
service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in
accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are
eligible to participate in the Tender Offer. This Offer to Purchase has not been and will not be submitted
for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium. Neither this Offer to Purchase nor any other documents or materials relating to the
Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian
Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des
services marchés financiers) and, accordingly, the Tender Offer may not be made in Belgium by way
of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover
bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised
and the Tender Offer will not be extended, and neither this Offer to Purchase nor any other documents
or materials relating to the Tender Offer (including any memorandum, information circular, brochure or
any similar documents) has been or shall be distributed or made available, directly or indirectly, to any
person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of 16
June 2006 on the public offer of placement instruments and the admission to trading of placement
instruments on regulated markets (as amended or replaced from time to time), acting on their own
account. Insofar as Belgium is concerned, this Offer to Purchase has been issued only for the personal
use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly,
the information contained in this Offer to Purchase may not be used for any other purpose or disclosed
to any other person in Belgium.
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Legal Notices
This announcement is for informational purposes only and is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to any securities. This announcement
does not describe all the material terms of the Tender Offer and no decision should be made by any
Holder on the basis of this announcement. The terms and conditions of the Tender Offer are described
in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase.
The Offer to Purchase contains important information which should be read carefully before any
decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the contents of
this announcement, or the Offer to Purchase, or the action it should take, it is recommended to seek its
own financial and legal advice, including in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to
the Tender Offer.
None of the Company, the Guarantors, the Dealer Managers or their affiliates, their respective boards
of directors, the Depository and Tender and Information Agent, the Notes Trustee or any of their
respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not
Holders should tender their Notes, or refrain from doing so, pursuant to the Tender Offer. Each Holder
should make its own decision as to whether to tender its Notes and if so, the principal amount of the
Notes to tender.
The Company has not filed this announcement or the Offer to Purchase with, and they have not
been reviewed by, any federal or state securities commission or regulatory authority of any
country. No authority has passed upon the accuracy or adequacy of the Tender Offer, and it is
unlawful and may be a criminal offense to make any representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or to
or from any person to or from whom, it is unlawful to make such offer under applicable securities or blue
sky laws. The distribution of the Offer to Purchase in certain jurisdictions is restricted by law. Persons
into whose possession the Offer to Purchase comes are required by each of the Company, the
Guarantors, the Dealer Managers and the Depository and Tender and Information Agent to inform
themselves about, and to observe, any such restrictions.
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Legal Disclaimer
This 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, among other things, statements relating to AB InBev’s business
combination with SAB 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 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 ability to realize synergies from the business combination with SAB and the risks
and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed
with the US Securities and Exchange Commission (“SEC”) on 19 March 2018. 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, other reports furnished on Form 6-K, and any other documents that AB InBev has
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.
ANHEUSER-BUSCH INBEV CONTACTS
Media Investors
Pablo Jimenez Lauren Abbott
Tel: +1 212 573 9289 Tel: +1 212 573 9287
E-mail: pablo.jimenez@ab-inbev.com E-mail: lauren.abbott@ab-inbev.com
Aimee Baxter Mariusz Jamka
Tel: +1 718 650 4003 Tel: +32 16 276 888
E-mail: aimee.baxter@ab-inbev.com E-mail: mariusz.jamka@ab-inbev.com
Ingvild Van Lysebetten Jency John
Tel: +32 16 276 608 Tel: +1 646 746 9673
E-mail: ingvild.vanlysebetten@ab-inbev.com Email: jency.john@ab-inbev.com
Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail: gabriel.ventura@ab-inbev.com
Suma Prasad
Tel: +1-212-503-2887
E-mail: suma.prasad@ab-inbev.com
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28 November 2018
Joint Sponsors
Questco Corporate Advisory Proprietary Limited
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: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York
Stock Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has
been bringing people together for thousands of years. We are committed to building great brands that stand the test of time and
to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global
brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck’s®, Castle®, Castle Lite®, Hoegaarden® and
Leffe®; and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Cristal®, Harbin®, Jupiler®, Michelob
Ultra®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, and Skol®. Our brewing heritage dates back more than 600 years,
spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering
spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the
Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to
developed and developing markets, we leverage the collective strengths of approximately 180,000 employees based in nearly
50 countries worldwide. For 2017, AB InBev’s reported revenue was 56.4 billion USD (excluding JVs and associates).
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