BRAZIL: InBev and AmBev to merge in Brazil
AmBev shareholders in Brazil are to vote on merging with InBev Holding Brasil. The company's board of directors will call an extraordinary shareholders meeting, to vote on the move, to be held on 28 July.
The merger is part of a corporate structure simplification which has already resulted in the merger of other Brazilian companies into AmBev and into InBev Holding Brasil.
Regarding the financial benefits of the merger, InBev said today (11 July) that the goodwill resulting from the acquisition of AmBev's shares through the Labatt contribution from 27 August, 2004 and the mandatory tender offer for AmBev common shares dated 29 March, 2005 will be, following the merger, amortised by AmBev up to 10 years, according to the applicable tax legislation. The total goodwill arising from the two transactions amounts to BRL8.5bn (US$3.6bn).
According to Brazilian legislation, the goodwill tax benefits resulting from the merger will be capitalised into AmBev to the advantage of InBev Holding Brasil's shareholder, InBev - upon the actual obtaining of the tax benefit by AmBev.
All AmBev shareholders will have preemptive rights in the subscription of the capital increase resulting from the merger. The two companies propose to capitalise 70% of the tax benefits obtained at the end of each fiscal year. The non-capitalised balance of 30% of the tax benefits obtained would be distributed to AmBev's shareholders as dividend or as interest on equity.
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