ARG: Quinsa investor slams board over AmBev sale
A minority investor in Argentinian brewer Quinsa has complained to the company over plans by controlling shareholder AmBev to buy back the company's remaining shares.
In an open letter to Quinsa's board, private equity firm Duma Capital Partners said yesterday (8 February) that it is not satisfied with the handling of AmBev's offer to outstanding shareholders.
AmBev, the Latin American subsidiary of global brewer InBev, owns around 97% of the company's voting rights and around 91% of the economic interest in Quinsa.
Late last month, InBev was given the green light from the Commission de Surveillance du Secteur Financier in Luxembourg to purchase all of the remaining Class A shares and Class B shares in the Argentine brewery. The offer includes Class B shares held as American Depositary Shares (ADS).The purchase price would be US$3.35 per Class A share and $33.53 per Class B share (US$67.07 per ADS).
"We expected the (Quinsa) board to follow established procedures and fair process to maximise value for shareholders," Duma Capital Partners wrote in the letter.
"Such a process would include forming an independent committee, conducting an independent valuation of Quinsa, and negotiating a fair price.
"We were therefore surprised when the board decided to recommend the offer only three business days after the tender announcement, seemingly without deliberation. In our opinion, Quinsa is worth significantly more than $67.07 per ADS."
Duma Capital Partners has accused the board of disregarding its fiduciary duty to the remaining public shareholders. It added: "The process that led to the board's declaration of the fairness of this offer is incomplete and conflicted. The process needs to be more than just rubber-stamping a lowball bid from a controlling shareholder."
Upon contacting Quinsa, Duma Capital Partners was referred to AmBev. "It is not AmBev's responsibility to ensure that this offer represents maximum value for shareholders," the letter continues. "In fact, AmBev shareholders are probably quite happy with AmBev's attempt to secure 100% ownership of Quinsa at such a low price.
"It is your responsibility as members of the Quinsa board and fiduciaries to ensure that this offer maximises value for Quinsa's public shareholders."
The company has called for Quinsa's 2006 results to be made public "so that shareholders have the same information as AmBev and the board when deciding whether or not to accept AmBev's offer".
"As it stands," Duma Capital Partners concluded, "we do not intend to tender our shares and we do not believe this tender will succeed."
When contacted by just-drinks today, InBev said: "We have an official offer document in the market which was prepared in accordance with the appropriate regulations. The offer ends on 28 February and, until that time, it would be inappropriate to comment on individual shareholder views and opinions."
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