US: InBev reveals plans for AmBev shareholders
InBev has released further details of its plans to buy out AmBev's minority shareholders. The Belgian brewer revealed its intentions today (12 October) following the companies' merger in August.
"InBev … filed on 8 September with Comissão de Valores Mobiliários (CVM), its request for approval of the terms and conditions of the mandatory tender offer (MTO) resulting from the combination with AmBev, as required by article 254-A of the Brazilian Corporation Law," the Belgian brewer said.
"After reviewing the requirements made by the CVM on the proposed terms of the MTO, InBev has decided to carry out the MTO by providing two alternative payment options to shareholders that tender their common shares in the MTO auction.
"The first option will provide for payment in shares of InBev. Accordingly, shareholders that elect to be paid in shares will be entitled to receive shares of InBev for such common shares of AmBev tendered by them at the MTO auction. The applicable exchange ratio will be 80% of the exchange ratio applied to the former controlling shareholders of AmBev pursuant to their agreement with InBev, and disclosed to the market on 2 September. The shares of InBev will trade solely on Euronext Brussels, will not be registered with CVM or the Brazilian stock exchanges and will be delivered to the AmBev common shareholders that elect to receive shares of InBev after the completion of all necessary procedures under applicable laws, including the receipt of corporate and regulatory approvals. Complete and detailed terms relating to this option will be disclosed in the MTO auction notice (Edital) to be published in Brazil.
"The second option will provide for payment in cash. Shareholders that elect to receive a cash payment will be entitled to receive an amount in Brazilian Reais equivalent to €353,28 for each thousand of common shares of AmBev. Such amount will be converted into Reais according to exchange rates prevailing on the auction date, in accordance with the press release published by InBev on 2 September 2004.
"In due course, InBev will file at CVM a revised draft of the tender offer according to the terms mentioned above.
"The terms and conditions of the MTO cannot be considered as final until their approval by CVM and their publication by InBev in the form of the Brazilian law," InBev concluded.
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