EXHIBIT 2.17
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PUBLIC OFFER FOR ACQUISITION OF COMMON SHARES ISSUED BY
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV
PUBLICLY HELD COMPANY
CNPJ no. 028.808.708/0001-7
Code ISIN BRAMBVACNOR4
BY ORDER AND ON ACCOUNT OF
INBEV SA/NV
Public Limited Liability Company
BANCO ITAU BBA S/A ("Intermediary Institution"), by order and on account of
INBEV SA/NV ("InBev" or "Offeror", formerly named Interbrew SA/NV), a public
limited liability company duly organized and existing under the laws of Belgium,
is hereby submitting to the common shareholders of COMPANHIA DE BEBIDAS DAS
AMERICAS - AMBEV ("AmBev") a public offer ("Offer") for the acquisition of
AmBev's common shares ("Common Shares"), pursuant to the procedures of
Instruction no. 361/02 of the Brazilian Securities and Exchange Commission
(Comissao de Valores Mobiliarios - "CVM") according to the terms and conditions
below:
1. THE OFFER
1.1 Legal Grounds: The Offer is made as a result of the indirect transfer of
AmBev's common stock by its former indirect controlling shareholder, BRC SaRL
("Former Controlling Shareholder") to InBev ("Transfer of Control"), as
established by article 254-A of Law no. 6.404/76, regulated by CVM Instruction
no. 361/02. The notice of the Transfer of Control and the terms of this Offer
was given to all shareholders of AmBev through the publication of the Xxxxx
Relevantes (Relevant Notices) on August 31, 2004, September 02, 2004 and October
13, 2004.
1.2 Validity: The Offer shall remain valid for a period of 44 days from the date
of its publication, on February 14, 2005. The Offer shall then expire on March
29, 2005, on which date the auction ("Auction") will be held.
1.3 Shares Object of Offer: The Offeror agrees to acquire the following Common
Shares, through the Intermediary Institution, by means of this Offer:
(i) up to 100% of the Common Shares outstanding in the market as of the
date of the Auction, which, on December 31, 2004, amounted to 3,577,208,360
Common Shares or 15.2% of the voting capital and 6.3% of the total capital
stock of AmBev;
(ii) the Common Shares held by a subsidiary of AmBev which, on December 31,
2004, amounted to 60,730,600 Common Shares representing 0.3% of AmBev's
voting capital and 0.1% of its total capital stock; and
(iii) Common Shares held by members of AmBev management which, on December
31, 2004, amounted to 6,006,448 Common Shares representing 0.02% of the
voting capital and 0.01% of the total capital stock of AmBev.
1.3.1 By disposing of Common Shares in this Offer, common shareholders of AmBev
who tender their shares shall be deemed to represent that such Common Shares are
free and clear of any lien, security interest, interest in securities, usufruct
or other form of encumbrance preventing the immediate exercise by the Offeror of
the full ownership of such Common Shares, besides meeting the requirements for
trading of such shares as set out in the Sao Paulo Stock Exchange ("BOVESPA")
Transaction's Rules.
1.3.2 In case AmBev declares dividends or interest on capital during the period
commencing on the date of publication of the terms of this Offer and ending on
the effective transfer of the Common Shares tendered at the Auction to the
Offeror, the payments of such dividends and/or interest on capital will be made
to the shareholders of AmBev registered as owners or beneficiaries of the shares
on the date of said declaration, even if, in the case of Share Payment Option
(as described in Section 1.4.1 below), those shares were blocked on a CBLC
Account (as described in Section 3.1 below).
1.4 Price of the Offer: Under the terms of article 254-A of Law no. 6.404/76,
the Offeror is obligated to make this Offer at a price at least equivalent to
80% of the value paid per common share of AmBev to its Former Controlling
Shareholder under the Transfer of Control transaction. The acquisition price for
the Common Shares tendered at the Auction will be paid in one of the following
manners, at the option of each tendering Common Shareholder, subject to the
conditions set forth in Sections 1.4.1 and 1.4.2 below:
(i) payment in ordinary shares of InBev ("Share Payment Option"); or
(ii) payment in cash, in Brazilian currency ("Cash Payment Option").
1.4.1 Share Payment Option:
(i) Eligible common shareholders of AmBev that elect the Share Payment
Option (each a "Share Option Electing Shareholder") will be entitled
to receive 13.827166 ordinary shares of InBev for each lot of 1,000
Common Shares of AmBev they tender in the Auction. InBev shall be
entitled to select, in its sole
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discretion, until the Share Settlement Date (as described in Section
4.1 below), to deliver to any Share Option Electing Shareholder,
either newly issued ordinary shares or already outstanding ordinary
shares. If InBev elects to make such payment with newly-issued
ordinary shares of InBev, InBev itself will be responsible for the
payment thereof. If, on the other hand, InBev elects to make such
payment with existing ordinary shares of InBev, such payment will be
made directly by InBev and/or through one of its subsidiaries,
Interbrew International B.V. ("IIBV"), a corporation duly organized
and existing under the laws of The Netherlands, with its principal
business address at Xxxxxxxxxxx 0, 0000 XX Xxxxx, Xxx Xxxxxxxxxxx. The
Share Payment Option will be available to all common shareholders of
AmBev to the extent that, in accepting the use of such option by any
such common shareholder of AmBev:
(a) the Offeror will not be violating any laws and regulations in
force in Brazil on the Auction Date (as described in Section 2
below);
(b) the Offeror will not be delivering any InBev ordinary shares
to a United States resident of a Cash Payment Option State (as
described in Section 1.6 below); and
(c) InBev or IIBV, as the case may be, will be entitled to obtain
full registration, as a foreign investment in Brazil pursuant to
Law 4131/62 or Resolution 2,689 of the Brazilian Monetary Council
("CMN"), of its investment in Brazil resulting from the
acquisition of the Common Shares by means of this Offer. The
Intermediary Institution will inform the Share Option Electing
Shareholders through their Brokers (as defined below) as to which
legal entity, InBev or IIBV, will carry out the Share Payment
Option within 5 (five) business days after the Auction Date.
(ii) No fractions of InBev shares will be delivered to the Share
Option Electing Shareholders. In the event that any Share Option
Electing Shareholder is entitled to receive fractions of InBev shares,
such Share Option Electing Shareholder will be entitled to receive on
the Share Option Settlement Date (as described in Section 4.1 below)
an amount in Brazilian Reais (R$) equal to a proportional fraction of
EUR 25.55 per InBev ordinary share, rounded up at the second decimal.
Such amount corresponds to the price used for the purposes of
calculating the Cash Payment Option (as described below) and shall be
converted into Brazilian Reais (R$) by using the exchange rates
referred to in Section 1.4.2 of the third business day immediately
preceding the Share Option Settlement Date.
(iii) Each ordinary share of InBev to be delivered in the Share
Payment Option will entitle the owner thereof to one vote in the
shareholders meetings of InBev. Each such ordinary share of InBev will
be entitled only to dividends relating to the financial year ending on
December 31, 2005 and to subsequent financial
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years. The shares of InBev received under the Share Payment Option
will trade solely on Euronext Brussels and will not be registered with
CVM or the Brazilian stock exchanges. Outstanding InBev shares are
already admitted to listing on Euronext Brussels. It is expected that
newly issued InBev shares would be admitted to listing on or around
the Share Option Settlement Date (as defined in Section 4.1
hereinafter).
1.4.2 Cash Payment Option
(i) The Cash Payment Option will be paid in an amount in Brazilian
Reais (R$) equal to EUR 353.28, converted into U.S. dollars by using
the average of the Benchmark fixings (6 pips from the EUR/USD
Benchmark Mid Rate) at the following fixing times: 11:00 am, 12:00 pm
or 1:15 pm, London time, on the first business day following the
Auction Date, as disclosed on Bloomberg page FXBE1 5 minutes after the
respective fixing time. Such USD amount shall be further converted
into Brazilian Reais (R$) at the USD/BRL exchange ratio furnished by
the Brazilian Central Bank ("BACEN"), through the SISBACEN - Brazilian
Central Bank Information System, Transaction PTAX800, Currency Code
220, Option 5, closing purchase rate, of the first business day
following the Auction Date, for each 1,000 Common Shares issued by
AmBev sold by such shareholders in the Auction (each a "Cash Option
Electing Shareholder"). The conversion of the Euro amount into U.S.
dollars and thereafter the conversion of the resulting U.S. dollar
amount into Brazilian Reais is being carried out because of the low
liquidity of the foreign exchange market for Euros in Brazil.
(ii) Payment of the Cash Payment Option will be made by InBev's
Brazilian subsidiary, InBev Holding Brasil S.A. ("InBev Brasil"), a
company with its registered office in the City of Sao Paulo, State of
Sao Paulo, at Av. Brigadeiro Xxxxx Xxxx, no. 3,729, 7th floor,
enrolled at the CNPJ/MF under no. 97.363.642/0001-97.
(iii) Cash Option Electing Shareholders should be aware that the
amount in Brazilian Reais that will be due to such shareholders will
not be available on the Auction Date, since the exchange rates that
will be used will only be announced after 6.00 pm on the business day
following the Auction Date. For the same reason, the registration, by
XXXXXXX, of the transactions relating to the Offer will only be
effective on the second business day following the Auction Date.
1.5 Consequence of the Acceptance of the Offer: By accepting this Offer, each
common shareholder of AmBev agrees to dispose of the ownership of his/her Common
Shares according to the terms and conditions provided herein, including all
rights attached to such Common Shares.
1.6 Notice to U.S. holders: This Offer is made for the securities of a foreign
company. The Offer is subject to disclosure requirements of a foreign country
that are different from those of the United States ("U.S."). Financial
statements included in the document, if any, have been prepared in accordance
with foreign accounting standards that may not be comparable to the financial
statements of U.S. companies. It may be difficult for holders to enforce their
rights and any claim they may have arising under
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the federal securities laws of the U.S., since the issuer is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. U.S. holders may not be able to sue a foreign company or
its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment. U.S. holders should
be aware that the issuer may purchase securities otherwise than under the
exchange offer, such as in open market or privately negotiated purchases.
If you are the resident of a state or other U.S. jurisdiction that requires
registration or qualification of the InBev ordinary shares that would be
delivered pursuant to the Share Payment Option (the "Cash Payment Option
States"), you will not be eligible to receive the Share Payment Option and must
select the Cash Payment Option (the "Cash Payment Option States"). By selecting
the Share Payment Option, U.S. holders are representing that they are not
residents of a state requiring registration or qualification of the InBev
ordinary shares that will be delivered pursuant to the Share Payment Option.
This is not an offer of the Share Payment Option in any U.S. jurisdiction that
would require registration or qualification of the InBev ordinary shares that
would be delivered thereunder.
2. THE AUCTION
2.1 Auction Date: The Auction shall take place on March 29, 2005 (the "Auction
Date"), at 3:00 pm, at the premises of BOVESPA.
2.2 Acceptance Procedures: At 12:00 pm on the Auction Date, Brokers (as
described in Section 3 below) representing the shareholders who complied with
the qualification requirements set out by Section 3 hereof shall inform the
Auction Chief of BOVESPA or register directly in the MEGABOLSA System, by means
of code AMBV11L, for the Share Payment Option, and code AMBV3L, for the Cash
Payment Option, the number of Common Shares held and to be sold by the
shareholders that will be represented by them in the Auction ("Sale Order").
2.3 Third Party Competing Offers: Any third party may place a competing purchase
bid for the acquisition of all or any part of the Common Shares, provided that:
(i) such competing offer has been registered with CVM; and
(ii) the competing bid amount is, at least, five per cent (5%) higher than
the initial price for the Cash Payment Option of this Offer.
2.4 Brokerage Costs and Fees: All brokerage costs and fees, including
"emolumentos", relating to the sale of Common Shares in Brazil will be borne by
the respective sellers and those relating to the purchase will be borne,
directly or indirectly, by the Offeror.
2.5 Offeror's Representative: Itau Corretora de Valores S.A. ("Itau Corretora")
will be the representative of the Offeror at the Auction.
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3. QUALIFICATION
A common shareholder of AmBev wishing to participate in the Auction must qualify
through Itau Corretora or any broker authorized to act in the stock exchange
(each, a "Broker" and collectively, "Brokers") by 5:00 pm on March 28, 2005
("Qualification Period"). The participation in the Auction shall comply with the
rules established by the Transactions Rules of BOVESPA and the Companhia
Brasileira de Liquidacao e Custodia ("CBLC"), in addition to the requirements
set out by Sections 3.1 to 3.7, as applicable.
3.1 Documents Necessary to Qualification for the Share Payment Option:
(i) For the purposes of the Share Payment Option, and the conditions of
this Edital, Share Option Electing Shareholders are divided into three
categories as follows:
(a) any natural person, legal entity, fund or lawful universality,
resident, domiciled or incorporated in Brazil that, after receiving
the ordinary shares of InBev contemplated in this Offer and also
taking into consideration any other unrelated transactions related to
other investments made by such investor abroad, will have invested
less than US$5 million (or its equivalent in any other foreign
currency) outside Brazil in the 12-month period preceding the Auction
("Exempted Brazilian Investor"), as per Sections 5.5 and 5.6 below;
(b) any natural person, legal entity, fund or lawful universality
resident, domiciled or incorporated in Brazil that, after receiving
the ordinary shares of InBev contemplated in this Offer and also
taking into consideration any other unrelated transactions related to
other investments made by such investor abroad, will have invested
more than US$5 million (or its equivalent in any other foreign
currency) outside Brazil in the 12-month period preceding the Auction
("Non-Exempted Brazilian Investor"), as per Sections 5.5 and 5.6
below; and
(c) any natural person, legal entity, fund or lawful universality,
resident, domiciled or incorporated outside Brazil that holds the
Common Shares through a local managed portfolio pursuant to Resolution
2,689 of the CMN ("Non-Exempted Foreign Investor").
(ii) A Share Option Electing Shareholder must qualify through the Brokers
during the Qualification Period, directly or through a duly appointed
attorney-in-fact, and furnish the following documents/information to the
relevant Broker, as the case may be, without which the qualification of a
Share Option Electing Shareholder will not be accepted:
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(a) a certified copy of each of the following documents, as the case
may be: (1) Identification Card; (2) Individual Taxpayer Registration
(CPF); (3) evidence of residence; (4) bylaws or articles of
association; (5) Brazilian Directory of Legal Entities (CNPJ) card;
(6) documentation providing the representation powers of those
representing such Share Option Electing Shareholder (including the
following personal document of such representatives: Identification
Card; and Individual Taxpayer Registration (CPF)). Notwithstanding the
provisions of section 3.1.1 below, each Broker may waive the
requirement for the presentation of the documents listed in this
paragraph (a), in the event the Share Option Electing Shareholder is
already registered before such Broker and such registration is
updated;
(ii) irrevocable instructions to the custodian agent for the transfer
of the Common Shares held by such Share Option Electing Shareholder to
a portfolio account 7105-6 maintained by CBLC ("CBLC Account") on or
prior to 10.00 am on the fifth business day following the Auction
Date. All the Common Shares transferred to the CBLC Account will, on
the fifth business day following the Auction Date, be removed from the
Custodian Service of CBLC and registered in the name of each Share
Option Electing Shareholder directly in the Registered Share Register
Book of AmBev. Such Common Shares will be blocked by AmBev or its
share register agent until the 10th business day prior to the Share
Option Settlement Date (as described in Section 4.1. below). By
instructing its custodian agent to transfer the Common Shares held by
it to such CBLC Account, the Share Option Electing Shareholder shall
be deemed to have:
(1) authorized CBLC to remove the Common Shares from the
Custodian Service of CBLC;
(2) authorized CBLC to provide the name and records of the Share
Option Electing Shareholder to AmBev of its share register agent,
in order to permit that AmBev can identify and block the shares
of such shareholder;
(3) provided irrevocable instructions to AmBev and its share
register agent to transfer the Common Shares so tendered by such
shareholder to InBev or IIBV, as the case may be, free of
payment, on the 10th business day prior to the Share Option
Settlement Date;
(4) authorized AmBev or its share register agent to inform the
Intermediary Institution, which will in turn inform the Brazilian
Central Bank and any other institutions involved in the Offer or
its settlement, the number of Common Shares tendered by it at the
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Auction, and any other information relating to such Share Option
Electing Shareholder;
(c) a statement of the relevant Share Option Electing Shareholder
providing the amount of Common Shares being tendered in the Offer, the
contact details of a Brazilian Broker that will represent such
investor and whether such investor qualifies as: (1) an Exempted
Brazilian Investor; (2) Non-Exempted Brazilian Investor; or (3)
Non-Exempted Foreign Investor;
(d) for residents of the U.S., a representation that such shareholder
is not a resident of a Cash Payment Option State (as described in
Section 1.6 above), without which such U.S. Share Option Electing
Shareholder will not be able to accept the Share Payment Option;
(e) the documents referred to in Section 5.2 below;
(f) details of an eligible account of such common shareholder of AmBev
held with a bank participant of the Euroclear System to which InBev
shares can be delivered, and contact details for such bank (names of
at least two persons in charge and their telephone, fax and email
numbers/addresses); and
(g) power-of-attorney granted to the respective Broker, with enough
powers to, on behalf of the Share Option Electing Shareholder, sign
the bulletin of subscription of the newly issued ordinary shares of
InBev, as to be provided by the Intermediary Institution.
3.2 Documents Necessary to Qualification for the Cash Payment Option: A
shareholder of AmBev wishing to accept the Cash Payment Option shall qualify
through the Brokers during the Qualification Period, directly or through a duly
appointed attorney-in-fact and instruct the relevant Broker to represent such
shareholder at the Auction as described in section 2.2 above. Each such
shareholder shall provide that a certified copy of each of the following
documents is delivered prior to the Auction Date, as the case may be:
(i) Identification Card;
(ii) Individual Taxpayer Registration (CPF);
(iii) evidence of residence;
(iv) bylaws or articles of association; and
(v) Brazilian Directory of Legal Entities (CNPJ) card.
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Besides the documents mentioned above, the representatives of legal entities,
estates and other lawful universalities, interdicted persons, shareholders under
age and attorneys-in-fact shall also submit originals or certified copies of the
documentation proving their representation powers (including authorizing
documentation of the company and the following personal documents of those
representing these Legal Entities: Identification Card; and Individual Taxpayer
Registration (CPF)). Each Broker may waive the requirement for the presentation
of the documents listed in this section 3.2, in the event the Cash Option
Electing Shareholder is already registered before such Broker and such
registration is updated.
3.3 Additional Documents to Qualification of Managed Portfolio Investments under
Resolution 2,689 of the CMN: A Shareholder that has invested in Common Shares
through the mechanism set up by CMN's Resolution 2,689 (a "Resolution 2,689
Investor"), in addition to the documents described in Sections 3.1 or 3.2, as
the case may be, shall also provide to the relevant Broker, prior to the Auction
Date, a document attesting its registration number with CVM and BACEN (in the
last case the so-called RDE-Portfolio number) and a certificate from its legal
representative in Brazil certifying the number of Common Shares it holds and
that will be tendered at the Auction. If such Resolution 2,689 Investor is a
foreign individual, he/she must also provide a certified copy of his/her
Individual Taxpayer Registration (CPF).
3.4 Holders of Bearer Common Shares: In addition to the documents and
requirements set out above, as the case may be, the holders of bearer Common
Shares must, prior to qualification, convert their Common Shares into book-entry
Common Shares at least 15 days prior to the Auction, personally or by a duly
appointed proxy, at any of the branches of Banco Itau S/A, which is the
institution rendering book-entry share services to AmBev, with their respective
Share Certificates.
3.5 Qualification of American Depositary Shares:
(i) THERE IS NO SEPARATE TENDER OFFER BEING MADE IN THE U.S. TO ACQUIRE
ADSS.
(ii) Holders of American Depositary Shares ("ADSs") representing Common
Shares of AmBev that wish to participate in the Auction by electing the
Share Payment Option must mandatorily withdraw their Common Shares upon the
deposit of their ADSs with The Bank of New York, convert themselves into a
Resolution 2,689 Investor and in such capacity tender such Common Shares
directly in the Auction by following the procedures for qualification
pursuant to Sections 3.1 and 3.3 above.
(iii) Holders of American Depositary Shares ("ADSs") representing Common
Shares of AmBev that wish to participate in the Auction by electing the
Cash Payment Option will be provided the opportunity to qualify through The
Bank of New York, as receiving agent ("Receiving Agent") during the
Qualification Period or directly if such holders withdraw their Common
Shares upon surrender of their ADSs with The Bank of New York and elect to
tender such Common
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Shares in the Auction. Those ADS holders who wish to receive the Cash
Payment Option by qualifying through the Receiving Agent must send
instructions to the Receiving Agent (as described in Section 3.6 below) and
the Receiving Agent will then, within the assigned time, contact Itau
Corretora de Valores S/A to tender the underlying Common Shares in the
Auction and those ADSs will be cancelled so that the underlying shares may
be tendered.
(ii) Only the holder of record of the ADSs can make a tender of ADSs to the
Receiving Agent. Any beneficial owner of ADSs that wishes to receive the
Cash Payment Option must instruct the broker, dealer, commercial bank,
trust company or other nominee that is the record holder of those ADSs to
tender the ADSs by completing, executing, detaching and returning to that
broker, dealer, commercial bank, trust company or other nominee the
instruction form that will be sent to them by the Receiving Agent. If a
beneficial owner authorises the tender of its ADSs, all those ADSs will be
tendered unless otherwise specified in the instruction form. The
instruction form must be forwarded to that broker, dealer, commercial bank,
trust company or other nominee sufficiently in advance of the Auction Date
so as to permit that nominee to submit a tender of ADSs to the Receiving
Agent on the beneficial owner's behalf within the Qualification Period.
Holders of ADSs should consult their broker, dealer, commercial bank, trust
company or other nominee to determine how much time they will need to
submit such a tender.
3.6 Documents Necessary to Qualification of ADSs Holders: Any holder of ADSs
that wishes to receive the Cash Payment Option by tendering ADSs to the
Receiving Agent must, during the Qualification Period, complete and sign a
letter of transmittal indicating their intent to participate in the Auction. ADS
holders who wish to receive the Cash Payment Option must deliver the completed
letter of transmittal, the applicable ADRs evidencing the ADSs tendered and all
other required documents set forth in the letter of transmittal to the Receiving
Agent no later than 5:00 pm, New York time, on the business date immediately
prior to the Auction Date. ADS HOLDERS WILL NOT BE ABLE TO QUALIFY FOR RECEIPT
OF THE SHARE PAYMENT OPTION THROUGH THE RECEIVING AGENT. AS NOTED ABOVE, HOLDERS
OF ADSS MUST WITHDRAW THEIR COMMON SHARES UPON SURRENDER OF THEIR ADSS WITH THE
BANK OF NEW YORK AND TENDER SUCH COMMON SHARES DIRECTLY IN THE AUCTION BY
FOLLOWING THE PROCEDURES FOR QUALIFICATION SET FORTH IN SECTION 3.1
3.7 Additional Information on the Qualification of ADSs Holders: Additional
information and questions by any ADS holder regarding procedures, fees and
requirements for tendering ADSs under this Offer may be directed to: The Bank of
New York - Tender & Exchange Department - 000 Xxxxxxx Xxxxxx, Receive and
Deliver Window, Street Floor, New York, NY 10286 - Telephone: 0-000-000-0000.
3.8 Documents to be Delivered to the Intermediary Institution: The Brokers
representing Share Option Electing Shareholders shall deliver to the
Intermediary Institution a certified copy of each of the documents referred to
in Sections 3.1 and 3.3 to 3.6
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above, as the case may be, along with the documents mentioned in Section 5.2
below, at the address mentioned in Section 5.8, until 12h00 pm of the third
business day immediately after the Auction Date. The Share Option Electing
Shareholder which documents referred above were not delivered to the
Intermediary Institution in the established term will be deemed as a
non-qualification to participate in the Offer and will not have any right to
receive ordinary shares of InBev or cash.
4. SETTLEMENT
The Settlement of the Auction will occur in accordance with Sections 4.1 and 4.2
below for the Share Payment Option and Cash Payment Option, respectively.
4.1 Settlement of the Share Payment Option:
(i) The settlement of the Share Payment Option ("Share Option Settlement
Date") will occur as soon as practicable within 30 (thirty) days of the
Final Qualification Date (as defined hereunder) and provided that the
Intermediary Institution has received from each Share Option Electing
Shareholder the following documents and information:
(a) the special authorizations of BACEN necessary for the execution of
the following non-cash foreign exchange transactions ("Non-Cash
Foreign Exchange Transactions");
(1) by InBev or IIBV, as the case may be, with respect to its
investment in Brazil resulting from the acquisition of AmBev
Common Shares through this Offer, pursuant to Law 4131/62 or
Resolution 2,689 of the CMN;
(2) by any Share Option Electing Shareholder that qualifies as a
Non-Exempted Brazilian Investor, pursuant to Resolution 3,250 of
CMN and Circular 3,268 of BACEN; and
(3) by any Share Option Electing Shareholder that qualifies as a
Non-Exempted Foreign Investor, pursuant to Resolution 2,689 of
CMN.
(b) the foreign exchange effects agreements related to relevant
Non-Cash Foreign Exchange Transactions entered into by each Share
Option Electing Shareholder, as well as a copy of the registration and
settlement page of such foreign exchange transactions ("tela de
registro e liquidacao") at BACEN (see Section 5 "Procedures before
BACEN"); and
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(c) evidence that appropriate instructions have been sent to the bank
referred to in 3.1 (f) above to receive the shares of InBev due to
such Share Option Electing Shareholder on the Share Option Settlement
Date.
(ii) In the event that, no later than 10:00 am on May 30, 2005, which is
the earliest business day that is a date 60 (sixty) days after the Auction
Date (the "Final Qualification Date"), any Share Option Electing
Shareholder does not duly present all the documents and information
required for settlement of the Share Payment Option pursuant to paragraphs
(a) to (c) of this Section 4, such Share Option Electing Shareholder shall
be deemed not to have qualified for the Offer and the Intermediary
Institution shall instruct CBLC to return the AmBev Common Shares tendered
by such shareholder to its account within 5 (five) business days from Final
Qualification Date, and no further compensation shall be due by InBev or
the Intermediary Institution to the Share Option Electing Shareholder.
Notwithstanding the foregoing, the Final Qualification Date may be extended
by InBev and the Intermediary Institution exclusively in the event that
BACEN does not grant the approvals referred to in paragraph (a) above
within 45 (forty-five) days from the Auction Date. The Intermediary
Institution will notify each Share Option Electing Shareholder of any such
extension through the Broker representing such shareholder.
(iii) The Share Option Settlement Date will be duly communicated by the
Intermediary Institution to each Share Option Electing Shareholder that has
complied with the qualification requirements set out in this Edital through
its Broker. The Share Option Settlement Date shall be set by the
Intermediary Institution and InBev, taking into consideration the time
required by InBev or IIBV for the issuance and/or purchase of the InBev
shares which are necessary to settle the Share Payment Option. The
Intermediary Institution shall also inform each Share Option Electing
Shareholder, through the relevant Broker, the number of newly issued shares
of InBev that he/she will receive and provide a form of the bulletin of
subscription within 5 (five) business days of the Final Qualification Date.
Each Broker shall sign and return to the Intermediary Institution, on
behalf of each Share Option Electing Shareholder that it represents, the
bulletin of subscription of the newly issued ordinary shares of InBev that
such shareholder is entitled to receive pursuant to this Offer, within 2
(two) business days from the date on which it received the information
regarding the number of InBev shares to be received by the shareholders it
represents.
(iv) On the Auction Date, each Share Option Electing Shareholder shall
instruct the custodian agent(s) of its tendered Common Shares to transfer
such tendered Common Shares to the CBLC Account (as described in Section
3.1(ii)(b) above) until the 5th business day following the Auction Date.
Failure on the transfer of the Common Shares tendered by any Share Option
Electing Shareholder pursuant to the terms mentioned herein shall be deemed
as a non-qualification of such Share Option Electing Shareholder for the
purposes of the Share Payment Option, in which case the provisions of
section 4.5 shall apply.
12
4.2 Financial Settlement of the Cash Payment Option:
(i) The financial settlement of the Cash Payment Option will be made in
cash, and in Brazilian Reais (R$) as set forth in Section 1.4.2 above, on
the date of financial settlement of the Cash Payment Option ("Cash
Settlement Date"), which shall occur 05 (five) business days after the
Auction Date.
(ii) It shall be the responsibility of each Cash Option Electing
Shareholder that elects the Cash Payment Option to authorize its custodian
agent(s) to carry out the settlement as set forth herein, in accordance
with CBLC rules.
4.3 Financial Guarantee: In accordance with the Intermediation Agency Agreement
entered into by the Intermediary Institution, InBev, IIBV and InBev Brasil, the
Intermediary Institution has agreed to guarantee the financial settlement of the
Offer in cash pursuant to paragraph 4 of Article 7 of Instruction 361. For the
avoidance of doubt and as provided by the Intermediation Agency Agreement, in
the event that InBev and IIBV fail to deliver to the Intermediary Institution
the InBev ordinary shares that are necessary to settle the Share Payment Option
in relation to the Share Option Electing Shareholders, the Intermediary
Institution shall guarantee the financial settlement of the Share Payment Option
by paying to the Share Option Electing Shareholders an amount equivalent to the
closing stock exchange price of the ordinary shares of InBev that such Share
Option Electing Shareholders would have been entitled to receive, as published
by Euronext Brussels on the Share Option Settlement Date. In case Euronext
Brussels is closed on the Share Option Settlement Date, the pricing date
mentioned herein will be the immediately preceding day on which Euronext
Brussels is open. Such amount shall be converted into Brazilian Reais (R$) by
using the exchange rates referred to in section 1.4.2 as they were on the Share
Option Settlement Date and paid to the relevant Share Option Electing
Shareholders, together with any amounts due to such Share Option Electing
Shareholders in respect of fractions of InBev shares pursuant to section
1.4.1(b), on the second business day after the Share Option Settlement Date.
4.4 CBLC: The financial settlement of the Auction shall be made in the modality
gross settlement of the CBLC rules, as set forth in Chapter VII of the Manual of
Operational Rules of the CBLC. The CBLC shall facilitate the Auction financial
settlement pursuant to this Offer, upon receipt of the proceeds from the Offeror
and the Common Shares from the tendering common shareholders, through their
custodians. The CBLC shall not act as a central party guarantor of the financial
settlement of the Auction.
4.5 Defaulting Shareholders: In the event any common shareholder of AmBev
participating in the Auction fails to timely deliver or transfer all the Common
Shares and the documents necessary for qualification in accordance with this
Edital, irrespectively of the payment option elected by such shareholder (such
shareholder, a "Defaulting Shareholder"), such Defaulting Shareholder will not
qualify for this Offer, and will not be entitled to receive any payment
therefore, whether in cash or in InBev shares. In the event any Common Shares
have already been transferred by the
13
Defaulting Shareholder to InBev or to the CBLC Account referred to in section
3.1(ii)(b) above, such shares will be returned to the Defaulting Shareholder and
no compensation shall be due to it by InBev, the Intermediary Institution or
CBLC.
5. PROCEDURE BEFORE BACEN FOR SHARE PAYMENT OPTION
In order to request XXXXX's prior authorization necessary for entering into the
Non-Cash Foreign Exchange Transactions as mentioned in Section 4.1 (a), which is
a condition precedent for the registration of the Common Shares acquired by
InBev or IIBV under the Share Payment Option with BACEN (as mentioned in Section
1.4.1 above), each Share Option Electing Shareholder that qualifies as a
Non-Exempted Brazilian Investor or a Non-Exempted Foreign Investor will be
required to submit a letter requesting XXXXX's authorization together with InBev
or IIBV, as the case may be. Such request to BACEN ("Request") shall be made
under procedures set forth below.
5.1 Request for the entering in the necessary Non-Cash Foreign Exchange
Transactions in relation to Non-Exempted Brazilian Investors and Non-Exempted
Foreign Investors: The Request for entering into the necessary Non-Cash Foreign
Exchange Transactions in relation to Non-Exempted Brazilian Investors and
Non-Exempted Foreign Investors will be made after the completion of the Auction,
by means of a joint petition signed by InBev or IIBV, as the case may be, and
all the Brokers, in their capacity as attorneys-in-fact for such investors.
5.2 Documents Necessary for the Request: For the purpose of the Request, each
Share Option Electing Shareholder that qualifies as a Non-Exempted Brazilian
Investor or a Non-Exempted Foreign Investor will need to deliver to the relevant
Broker, in addition to those documents necessary for qualification as per
Sections 3.1 and 3.3. to 3.7 above, and then the Broker must deliver to the
Intermediary Institution, by 12:00 p.m. on the third business day immediately
after the Auction Date, at the address mentioned in Section 5.8 below, the
following documents, as the case may be:
(i) a power-of-attorney granting powers to the Broker to:
(a) sign the petition to XXXXX requesting the authorization to enter
into the necessary Non-Cash Foreign Exchange Transactions on behalf of
the Share Option Electing Shareholder that qualifies as a Non-Exempted
Brazilian Investor or a Non-Exempted Foreign Investor;
(b) sign any further petition necessary to be sent to BACEN in the due
course of its analysis of the Request; and
(c) sign on the Non-Cash Foreign Exchange Transaction.
(ii) a certified copy of the documents through which such Share Option
Electing Shareholder that qualifies as a Non-Exempted Brazilian Investor
and Non-Exempted
14
Foreign Investor granted powers to those that have signed the
power-of-attorney mentioned in item (i) above;
(iii) a clearance certificate issued by the Brazilian Tax Revenue
Authorities (Secretaria da Receita Federal) attesting that there are no
pending debts in the Share Option Electing Shareholder name; and
(iv) a declaration that the Share Option Electing Shareholder that
qualifies as a Non-Exempted Brazilian Investor or a Non-Exempted Foreign
Investor will keep in its archives, for at least 5 (five) years from date
of BACEN's authorization mentioned herein, copies of the following
documents:
(a) list of its controlling shareholders showing their respective
corporate participation;
(b) corporate documents that have authorised the Share Option Electing
Shareholder to make such investment in InBev shares; and
(c) the last 3 (three) income tax return statements.
5.3 Share Option Electing Shareholders that Qualify as Exempted Brazilian
Investors: Each Share Option Electing Shareholder that qualifies as an Exempted
Brazilian Investor will be required to produce and deliver such documentation as
set forth in items 3 and 5 of Circular 3,268 of BACEN as well as any other
documentation as may be requested by the financial institution carrying out its
Non-Cash Foreign Exchange Transaction.
5.4 Completion of the Non-Cash Foreign Exchange Transactions: Each Share Option
Electing Shareholder shall be responsible for entering into the necessary
Non-Cash Foreign Exchange Transaction and providing evidence of such transaction
to the Intermediary Institution in accordance with Section 4.1 above prior to
the Final Qualification Date.
5.5 Determination of the US$5 million threshold: For the purpose of determining
the US$5 million threshold referred to in Section 3.1 above, all amounts
invested by a Share Option Electing Shareholder (other than a Resolution 2,689
Investor or an ADS holder) shall include amounts invested directly by such
investor as well as by other companies controlled or under the same control as
such investor, as the case may be.
5.6 Value of the Investments: For the purpose of entry into the Non-Cash Foreign
Exchange Transactions, the value of the investment made by each Share Option
Electing Shareholder shall be equivalent to the number of InBev ordinary shares
it is entitled to receive in exchange for the Common Shares tendered at the
Auction pursuant to the ratio referred to in section 1.4.1 above, multiplied by
the stock exchange closing price of InBev published by Euronext Brussels on the
Auction Date. Such stock exchange closing price will be informed by InBev or the
Intermediary Institution to the Share
15
Option Electing Shareholders on the first business day following the Auction
Date through the relevant Brokers.
5.7 Tax, Costs and Expenses due on the Non-Cash Foreign Exchange Transactions or
Settlement Process: CPMF and other costs, taxes and fees associated with the
Non-Cash Foreign Exchange Transactions will be borne by each Share Option
Electing Shareholder. In addition, any settlement fees, costs or taxes charged
by CBLC or Euroclear in connection with the settlement of the Offer will be
exclusively borne by the Share Option Electing Shareholders.
5.8 Address for the delivery of Documents to the Intermediary Institution: All
documents to be delivered to the Intermediary Institution in accordance with
this Edital must be delivered in person at the following address: Xxxxxxx
Xxxxxxxxxx Xxxxx Xxxx, xx. 0,000, 0xx xxxxx, Xxx Xxxxx - XX, x/x Xxxxxx Pinto.
6. TRANSFER OF CONTROL AND OTHER RELEVANT AGREEMENTS
6.1 Contribution and Subscription Agreement:
(i) The Transfer of Control is regulated by the Contribution and
Subscription Agreement (the "CSA") entered into on March 3rd, 2004 by and
among the Offeror and S-Braco Participacoes S.A., Rougeval Limited, Tinsel
Investments Inc., Empresa de Administracao e Participacoes S.A. - ECAP,
Braco S.A, Braco Management Inc., Tinsel Participacoes Ltda. (denominated
on the consummation of the transactions set forth in the CSA Braco
Investimentos S.A and currently denominated InBev Holding Brasil S.A.),
Tinsel Investments S.A. (currently denominated Ambrew S.A.), BRC SA., The
Stichting Interbrew, Xxxxxxx Xxxxx Xxxxxxxxx and Bracopar S.A.
(ii) Pursuant to the CSA, BRC SaRL (new corporate name of BRC S.A. as a
result of the conversion of the company from a corporation into a limited
liability company) contributed to the Offeror 100% of the capital stock of
Tinsel Investments S.A. thereby making InBev the indirect owner of:
(a) all of the AmBev common stock held by Braco Investimentos S.A.
(approximately 4.21 billion shares of AmBev common stock); and
(b) approximately 3.98 billion shares of AmBev common stock held
through InBev's ownership of 98.64% of the capital stock of Empresa de
Administracao e Participacoes S.A. - ECAP (which holds a total of
approximately 4.04 billion shares of AmBev common stock). In exchange
for the contribution to the Offeror of 100% of the capital stock of
Tinsel Investments S.A., the Offeror issued to BRC SaRL 141,712,000
new ordinary shares of the Offeror (representing approximately 24.7%
of the then issued and outstanding shares of the Offeror).
16
(iii) As a result of the consummation of the transactions set forth in the
CSA, InBev indirectly acquired 8,199,047,952 common shares of AmBev,
representing approximately 52.2% of the voting capital and 21.7% of the
total capital stock of AmBev, as of August 2004.
7. APPRAISAL REPORT AND REFERENCE FOR PRICE
7.1 The Intermediary Institution prepared on June 30, 2004, an appraisal report
of the Company ("Appraisal Report"), in the form of CVM Instruction no. 361/02,
which contains the calculation of the price of the shares of AmBev, considering
the following methodologies:
(i) Book Value: the book value on June 30, 2004 was R$104.90 per lot of one
thousand Common Shares,
(ii) Weighted average quotation price: the weighted average quotation price
of the AmBev common shares in BOVESPA between September 1st, 2003 to August
30, 2004 resulted in the value of R$ 953.00 per lot of one thousand Common
Shares, and
(iii) Economic Value: the economic value of AmBev, calculated according to
discounted cash flow methodology, resulted in value interval of R$ 819.00
and R$ 901.00 per one thousand Common Shares on June 30, 2004.
7.2 Declaration: As per article 8 of CVM Instruction no. 361/02, the
Intermediary Institution expressly declares that:
(i) it does not hold shares issued by AmBev;
(ii) Cia Itau leasing de Arrendamento Mercantil, an affiliate of the
Intermediary Institution, holds 243,714 common shares issued by AmBev;
(iii) Banco Itau S.A discretionary administrates 6,729,964 common shares
and 48,388,096 preferred shares issued by AmBev;
(iv) it believes that the best methodology described in the Valuation
Report to evaluate AmBev is Discounted Cash Flow;
(v) there are no conflicts of interest that reduce Itau BBA S.A
independence required by law to perform its functions under this Offer; and
(vi) the cost of the valuation report was R$400,000.00 which shall be borne
entirely, directly or indirectly, by the Offeror.
17
8. CONSOLIDATED INFORMATION ABOUT AMBEV
8.1 Head Office, Jurisdiction and Corporate Object: The head office and
jurisdiction of AmBev is located at Xxx Xx. Xxxxxx Xxxx xx Xxxxxx, xx. 1017, in
the City of Sao Paulo, State of Sao Paulo and its main corporate object is the
production and sale of beer, concentrates, soft drinks and other beverages.
8.2 History of the Incorporation of AmBev and the Development of its Activities:
Companhia de Bebidas das Americas - AmBev activities include the production and
sale of beer, soft drinks and other beverages through its subsidiaries in Brazil
and other countries as described below. AmBev was incorporated as Aditus
Participacoes S.A. (Aditus) on September 14, 1998. AmBev is a publicly held
corporation, incorporated under the laws of the Federative Republic of Brazil.
Prior to July 1, 1999, it had no operations. On July 1, 1999, the controlling
shareholders of Companhia Cervejaria Brahma (Brahma) and Companhia Antarctica
Paulista - Industria Brasileira de Bebidas e Conexos (Antarctica), both
Brazilian corporations, contributed all of their common and preferred shares in
Brahma and Antarctica in exchange for shares of the same type and class of AmBev
(the controlling shareholders' contribution). On March 31, 2001, Brahma was
merged into Antarctica, and Antarctica changed its name to Companhia Brasileira
de Bebidas (CBB). AmBev and CBB are both Brazilian corporations. AmBev currently
maintains its major operations in Brazil but also has relevant operations in
Argentina, Paraguay, Uruguay, Bolivia and Chile. AmBev also operates in other
Latin American countries such as Venezuela, Guatemala, Peru, Equador and the
Dominican Republic. As made public by a Material Fact Notice on August 31, 2004,
AmBev successfully completed the merger with Labatt Brewing Canada Holding Ltd.,
which operates in Canada. For further information and details on AmBev's
history, please refer to its filings in CVM or AmBev website: xxx.XxXxx.xxx.xx
8.3 Shareholding Composition: AmBev's shareholding composition (per lot of one
thousand shares) as of December 31, 2004 was as follows:
--------------------------------------------------------------------------------------------------------
Shareholders Number of % de Number of 'PN' % de Total Number %
'ON' Shares 'ON' Shares 'PN' of Shares Total
--------------------------------------------------------------------------------------------------------
Interbrew International 7,866,181,882 33.39 11,398,181,319 34.84 19,264,363,201 34.23
B.V.
--------------------------------------------------------------------------------------------------------
InBev Holding Brasil S.A. 4,214,345,033 17.89 0 0 4,214,345,033 7.49
--------------------------------------------------------------------------------------------------------
Emp. de Adm. e Part. S.A 4,039, 568,225 17.15 0 0 4,039,568,225 7.18
-ECAP
--------------------------------------------------------------------------------------------------------
FAHZ - Fundacao Antonio e 3,794,204,726 16.11 444,332,513 1.36 4,238,537,239 7.53
Xxxxxx Xxxxxxxxx
--------------------------------------------------------------------------------------------------------
Directors and Officers 6,006,448 0.03 750,538,776 2.29 756,545,224 1.34
--------------------------------------------------------------------------------------------------------
Treasury Shares * 60,730,600 0.26 1,589,604,232 4.86 1,650,334,832 2.93
--------------------------------------------------------------------------------------------------------
Others 3,577,208,360 15.17 18,536,839,691 56.65 22,114,048,051 39.30
--------------------------------------------------------------------------------------------------------
TOTAL 23,558,245,274 100 32,719,496,531 100 56,277,741,805 100
--------------------------------------------------------------------------------------------------------
*Includes shares held by an AmBev subsidiary.
18
8.4 AmBev's consolidated economic-financial indicators:
-------------------------------------------------------------------------------------------------------------------
12/31/2001 12/31/2002 12/31/2003 09/30/2004
-------------------------------------------------------------------------------------------------------------------
Subscribed Capital Stock (R$ thousand) 2,944,288 3,046,244 3,124,059 4,742,803
-------------------------------------------------------------------------------------------------------------------
Shareholders Equity (R$ thousand) 3,363,437 4,129,647 4,308,217 17,636,647
-------------------------------------------------------------------------------------------------------------------
Net Revenue (R$ thousand) 6,525,585 7,325,302 8,683,767 7,503,190
-------------------------------------------------------------------------------------------------------------------
Operating Profit (R$ thousand) 990,999 1,379,507 1,964,862 1,176,877
-------------------------------------------------------------------------------------------------------------------
Net income (R$ thousand) 784,568 1,510,313 1,411,570 701,799
-------------------------------------------------------------------------------------------------------------------
Total Liabilities (R$ thousand) 7,576,449 8,172,616 10,325,468 13,865,265
-------------------------------------------------------------------------------------------------------------------
Current Liabilities (R$ thousand) 3,412,003 2,833,592 4,719,996 5,284,562
-------------------------------------------------------------------------------------------------------------------
Long Term Liabilities (R$ thousand) 4,164,446 5,339,024 5,605,472 8,580,703
-------------------------------------------------------------------------------------------------------------------
Number of Shares (does not include Treasury Shares)
(thousand) 38,620,925 38,258,067 37,912,634 55,065,285
-------------------------------------------------------------------------------------------------------------------
EPS per 1,000 Shares (R$) 20.31 39.48 37.23 12.74
-------------------------------------------------------------------------------------------------------------------
BVPS per 1,000 Shares (R$) 87.09 107.94 113.64 320.29
-------------------------------------------------------------------------------------------------------------------
Total Liabilities / Shareholders' Equity (%) 225.3% 197.9% 239.7% 78.6%
-------------------------------------------------------------------------------------------------------------------
Net Income / Shareholders' Equity (%) 23.3% 36.6% 32.8% 3.97%
-------------------------------------------------------------------------------------------------------------------
Net Income / Net Revenue (%) 12.0% 20.6% 16.3% 9.35%
-------------------------------------------------------------------------------------------------------------------
Net Income / Subscribed Capital Stock (%) 26.6% 49.6% 45.2% 14.8%
-------------------------------------------------------------------------------------------------------------------
8.5 Historical Common Stock Information:
--------------------------------------------------------------------------------------
NUMBER OF NUMBER OF SHARES FINANCIAL VOL. R$ AVERAGE PRICE
BUSINESSES NEGOTIATED R$/THOUSAND SHARES
----------------------------------------------------------------------------------------------------
Sep-03 192 21,080,000 12,423,578 589
Oct-03 225 18,350,000 10,901,048 594
Nov-03 231 27,290,000 16,193,208 593
Dec-03 298 41,180,000 25,378,785 616
Jan-04 183 12,890,000 8,583,604 666
Feb-04 243 23,230,000 15,693,074 676
Mar-04 1,435 207,030,000 193,876,492 936
19
Apr-04 470 70,960,000 70,075,709 988
May-04 576 75,130,000 82,030,518 1,092
Jun-04 327 85,030,000 102,029,100 1,200
Jul-04 186 37,430,000 43,926,845 1,174
Aug-04 296 40,120,000 47,485,426 1,184
Sep-04 268 85,350,000 104,055,042 1,219
Oct-04 326 85,420,000 110,734,851 1,296
Nov-04 303 67,540,000 92,674,326 1,372
Dec-04 410 156,330,000 209,891,762 1,343
Jan-05 278 38,070,000 50,958,722 1,339
------------------------------------------------------------------------------------------------
8.6 Historical Preferable Stock Information:
--------------------------------------------------------------------------------------------------------
NUMBER OF NUMBER OF SHARES FINANCIAL VOL. AVERAGE PRICE
BUSINESSES NEGOTIATED R$ R$/ THOUSAND SHARES
--------------------------------------------------------------------------------------------------------
Sep-03 9,374 868,350,000 570,671,601.90 657
--------------------------------------------------------------------------------------------------------
Oct-03 8,540 644,250,000 410,161,587.90 637
--------------------------------------------------------------------------------------------------------
Nov-03 8,869 680,530,000 445,089,100.40 654
--------------------------------------------------------------------------------------------------------
Dec-03 6,564 565,340,000 389,722,653.10 689
--------------------------------------------------------------------------------------------------------
Jan-04 9,403 739,300,000 548,128,070.90 741
--------------------------------------------------------------------------------------------------------
Feb-04 7,299 596,220,000 430,574,008.90 722
--------------------------------------------------------------------------------------------------------
Mar-04 32,627 2,582,100,000 1,548,530,172.30 600
--------------------------------------------------------------------------------------------------------
Apr-04 10,564 819,610,000 445,658,951.70 544
--------------------------------------------------------------------------------------------------------
May-04 10,189 1,021,450,000 566,399,888.20 555
--------------------------------------------------------------------------------------------------------
Jun-04 7,542 981,490,000 590,378,630.20 602
--------------------------------------------------------------------------------------------------------
Jul-04 7,688 1,202,390,000 773,167,959.40 643
--------------------------------------------------------------------------------------------------------
Aug-04 7,768 683,820,000 443,962,883.00 649
--------------------------------------------------------------------------------------------------------
Sep-04 6,460 670,290,000 420,191,587.40 627
--------------------------------------------------------------------------------------------------------
Oct-04 6,131 907,770,000 611,892,713.80 674
--------------------------------------------------------------------------------------------------------
Nov-04 5,145 374,030,000 258,273,678.00 691
--------------------------------------------------------------------------------------------------------
Dec-04 7,820 662,430,000 495,325,412.30 748
--------------------------------------------------------------------------------------------------------
Jan-05 5,547 383,260,000 274,246,767.00 716
--------------------------------------------------------------------------------------------------------
8.7 Share Dividend ("Bonificacao"): Upon completion of the settlement of the
Auction resulting from the Offer, the Board of Directors of AmBev, according to
its bylaws and to article 166, II of Law 6.404/76, intends to approve a
Bonificacao to its shareholders at the rate of 1 new common share for each 5
existing common or 5 preferred shares of AmBev outstanding in the market. Such
Bonificacao shall occur through the capitalization of part of the existing
capital reserve of AmBev and the issuance only of common shares with the
objective of maintaining the liquidity of the trading market for AmBev's common
shares after the completion of the Offer. AmBev common shareholders that tender
their common shares in the Offer will not receive any new AmBev common shares to
be issued through the Bonificacao.
8.8. Cash Dividend: AmBev has already announced that it intends to make a
complementary distribution of the results of 2004 by means of distributing to
its shareholders for payment beginning February 15, 2005, interest on capital,
to be imputed to the minimum compulsory dividends from the results of 2004, in
the total amount of R$9.6800 per thousand common shares and R$10.6480 per
thousand preferred shares,
20
resulting in the total gross amount of R$558,927,035.24, and dividends, also to
be imputed to the minimum compulsory dividends from the results of 2004, in the
amount of R$7.3600 per thousand common shares and R$8.0960 per thousand
preferred shares, resulting in the total amount of R$424,969,316.05. The base
date for the shareholders of BOVESPA was January 14, 2005 and for the
shareholders of the New York Stock Exchange said base date shall be January 20,
2005. Accordingly, in both markets, shares of AmBev shall be traded ex-dividends
from January 17 and 18, 2005 on, and they shall be qualified as such for the
Offer.
9. INFORMATION ABOUT INBEV
9.1 Head Office, Jurisdiction and Corporate Object: The head office and
jurisdiction of InBev is located at Grand'Place, no. 1, B-1000 Brussels, Belgium
and its main corporate object is the production and trading of beer, beverages
and ancillary food products.
9.2 History of InBev and the Development of its Activities: InBev is a publicly
traded company based in Belgium. InBev was incorporated on 2 August 1977 but the
company's origin dates back to 1366. InBev and its affiliates (excluding AmBev
for that purpose) have a portfolio of more than 200 brands, including Xxxx'x,
Xxxxxx Artois, Xxxx, Hoegaarden, Staropramen and Bass, employ nearly 50,000
people and have operations in about 20 countries.
9.3 Information about the Offeror's Controlling Shareholders: The following
table shows the ownership based on information provided to InBev as of 1st
September 2004 by those shareholders of InBev who are compelled to disclose
periodically their shareholding pursuant to the Belgian law on the notification
of major shareholdings and the by-laws of the company. It also reflects the
12,500,001 new InBev ordinary shares that were issued to SUN Trade
(International) Ltd. on 31 January 2005 in connection with the closing of the
transaction concerning SUN Interbrew Ltd., as announced on 31 January 2005:
-------------------------------------------------------------------------------
Shareholders Total number of % of outstanding
of InBev shares InBev shares
-------------------------------------------------------------------------------
Stichting Interbrew 321,712,000 54.65
-------------------------------------------------------------------------------
Fund Interbrew-Baillet Xxxxxx 3,370,800 0.57
-------------------------------------------------------------------------------
Fund Voorzitter Xxxxxxxx 4,494,000 0.76
-------------------------------------------------------------------------------
Xxxxxxx Xxxxx Xxxxxxxxx ("EPS") 63,394,000 10.76
-------------------------------------------------------------------------------
Rayvax Societe d'Investissements 19,316,000 3.28
-------------------------------------------------------------------------------
Sebastien Holding 302,990 0.051
-------------------------------------------------------------------------------
SUN Trade (International) Ltd. 12,500,001 2.12
-------------------------------------------------------------------------------
Others 163,527,410 27.78
-------------------------------------------------------------------------------
TOTAL 588,617,201 100
-------------------------------------------------------------------------------
21
10. SUPERVENING OBLIGATIONS
10.1. Additional Obligations: The Offeror agrees to pay to holders of Common
Shares that had accepted the Offer an additional payment equal to a positive
difference, if any, between (i) the price paid by InBev, IIBV or Inbev Brazil,
as the case may be, to such shareholders for his or her Common Shares, adjusted
for inflation by the variation of the Brazilian Reference Rate ("TR") plus six
per cent (6%) interest per year (base of 365 days) "pro rata temporis" from the
date of the Auction Date until the date of such additional amount becomes due
(adjusted according to the alterations in the number of shares derived from
split-ups, groupings and conversions), and (ii) the price per thousand shares
which would be due, or which might be due, upon the occurrence, within 1 (one)
year from the Auction Date, of either: (a) a fact requiring or which might
require the holding of an obligatory public offer of acquisition of the same
shares object of this Offer, or (b) a corporate event permitting the exercise of
appraisal rights by holders of common shares that accepted the Offer if they
were still shareholders of AmBev and dissented from the resolution that approved
such corporate event.
11. OTHER INFORMATION
11.1 Updating of Publicly Held Company Registration: AmBev's hereby represents
that its registration as a publicly held company, pursuant to article 21 of Law
no. 6.385/76 is duly updated.
11.2 Non-existence of Non-Disclosed Relevant Facts or Circumstances: The
Intermediary Institution and the Offeror represent that they are not aware of
the existence of any material facts or circumstances not disclosed to the
public, which might have a relevant influence in AmBev's results or in AmBev
common shares' quotations and prices in the market.
11.3. Definition of Business Day: For the purposes of this Edital and in
accordance with the Intermediation Agreement1 entered into by and among the
Intermediary Institution, InBev, IIBV and InBev Brasil, the expression "business
days" shall mean any day, other than Saturday and Sunday, on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) in the cities of Sao Paulo, Brasilia, London, New York and
Brussels.
11.4 Access to the Appraisal Report, to the Invitation to Bid and to the
Shareholders List: The Appraisal Report, this Invitation to Bid and the list of
AmBev's shareholders are at the disposal of any interested person (the last
document only upon identification and receipt signed by the interested party) at
the address below. Alternatively, the Appraisal Report and this Invitation to
Bid may be accessed through the following Internet webpages:
COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV
Rua Xx. Xxxxxx Xxxx xx Xxxxxx, no. 1017, 4th floor, Itaim - Sao Paulo, SP
xxx.xxxxx.xxx.xx
22
COMISSAO DE VALORES MOBILIARIOS
Xxx Xxxxxxx, xx. 367, 20th floor - Centro, Sao Paulo, SP.
Rua Sete de Setembro, no. 111, 5 floor -
"Centro de Consultas"- Rio de Janeiro, RJ
xxx.xxx.xxx.xx
BOLSA DE VALORES DE SAO PAULO - BOVESPA
Xxx XX xx Xxxxxxxx, xx. 275, Sao Paulo, SP
xxx.xxxxxxx.xxx.xx
COMPANHIA BRASILEIRA DE LIQUIDACAO E CUSTODIA
Xxx XX xx Xxxxxxxx, xx. 275, Sao Paulo, SP
xxx.xxxx.xxx.xx
BANCO ITAU BBA S/A
Av. Briagdeiro Faria Lima, no. 0000,0xx
Xxxxx, Xxx Xxxxx, XX
xxx.xxxxxxx.xxx.xx
11.5 Registration before CVM: This Offer was previously submitted to the
analysis of CVM and it was registered on February 9, 2005, under no.
CVM/SRE/OPA/ALI/2005/002. On February 4, 2005 BOVESPA has authorized the holding
of an auction in its floor session.
THE GRANTING OF THE REQUEST OF REGISTRATION OF THIS OFFER BY CVM DOES NOT IMPLY
A JUDGMENT BY CVM THAT THE GIVEN INFORMATION IS TRUE OR ANY JUDGMENT BY CVM
ABOUT THE QUALITY OF THE OBJECT COMPANY OR ABOUT THE PRICE OFFERED FOR THE
SHARES THAT ARE THE OBJECT OF THIS OFFER.
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