Anheuser-Busch InBev and Grupo Modelo to Combine

BRUSSELS and MEXICO CITY, June 29, 2012 /PRNewswire/ -- Anheuser-Busch InBev(BUD) and Grupo Modelo, S.A.B. de C.V. today announced that they have entered into an agreement pursuant to this agreement which Anheuser-Busch InBev will acquire the remaining stake in Grupo Modelo that it does not already own for USD 9.15 per share in cash in a transaction valued at USD 20.1 billion or MXN 278.6 billion[1]. The combination will be completed through a series of steps that will simplify Grupo Modelo's corporate structure, followed by an all-cash tender offer by AB InBev for all outstanding Grupo Modelo shares. The tender price represents a premium of in broad outline 30% to the closing price of Grupo Modelo series C shares on June 22, 2012.

The agreement is a natural then step given AB InBev's existing economic stake of more than 50% in Grupo Modelo and the successful long-term partnership between the two companies. The combined company would lead the global beer industry with in broad outline 400 million hectoliters of beer volume annually and 2012 estimated earnings of USD 47 billion. Its operations would span 24 countries with enhanced opportunities for 150,000 employees across the globe.

"Grupo Modelo has been one of our most important partners for more than 20 years and we are very pleased to evolve our long and successful relationship into this combination," said Carlos Brito, Chief Executive Officer of Anheuser-Busch InBev. "There is tremendous possibility from combining two leading brand portfolios and furthermore expanding Grupo Modelo's brands worldwide through AB InBev's extensive global distribution network. Our admiration for Grupo Modelo's business and brands has only increased in time and we look forward to joining our historic and world-class breweries. We as well recognize and appreciate the critical role that Grupo Modelo's shareholders and management have played in the company's longstanding success within Mexico and internationally and look forward to their continued contributions."

"We have worked at the same time with Anheuser-Busch InBev in a productive decades-long partnership, and it is time to cement our relationship through this merger," said Carlos Fernandez, Chairman and Chief Executive Officer of Grupo Modelo. "At the same time we will be the leading global brewer with top brands around the world and positions in some of the fastest growing countries. This is an exciting transaction that will bring our brands and proud heritage to furthermore consumers internationally during offering an increasing number of AB InBev's brands in Mexico. Grupo Modelo's Board believes that this combination will deliver significant benefits for all stakeholders."

The combination

The combination would create a significant growth possibility worldwide from combining two leading brand portfolios and distribution networks. It would bring at the same time five of the top six and seven of the top ten most valuable beer brands in the world, each with distinct brand imagery and consumer positioning. The combined company would unite Grupo Modelo's number one position in the world's fourth largest profit pool with AB InBev's leading global position, furthermore increasing AB InBev's exposure to fast-growing developing markets.

The combination would bring at the same time significant industry expertise and complementary geographic experience. Grupo Modelo has successfully imported and distributed Budweiser and Bud Light in Mexico for more than twenty years and has a strong track record as a leader in Mexico. The company has as well developed Corona into the leading import beer in 38 countries around the world and successfully markets the brand in more than 180 countries.

Grupo Modelo's name, identity, heritage and headquarters in Mexico City will be maintained, and the company will continue to have a local board. Carlos Fernandez, Maria Asuncion Aramburuzabala and Valentin Diez Morodo will continue to play an important role on Grupo Modelo's Board of Directors and AB InBev will seek the board's insights and expertise. Two Grupo Modelo board members will join AB InBev's Board of Directors, and they have committed, only upon tender of their shares, to invest USD 1.5 billion of their proceeds from the tender offer into shares of AB InBev to be delivered within five years via a deferred share instrument.  

Consumers in Mexico would benefit from the increased choice offered by AB InBev's extensive portfolio. AB InBev will ensure that the integrity and quality of Grupo Modelo's brands are preserved, respecting the great traditions that AB InBev has experienced firsthand over the years.

AB InBev believes that Mexico is an attractive market in which to invest with solid macroeconomic fundamentals and a favorable demographic profile. Mexico is the second largest economy in Latin America and has one of the highest per capita GDPs within developing markets. Beer is the largest alcohol beverage subcategory in the country with 70% of value share, representing about USD 22 billion in retail sales in 2011. A growing middle class, rising urbanization rates and increased consumer spending due to higher disposable incomes are expected to drive category growth. Mexico's economy recorded 4.6% GDP growth in the first quarter of 2012, and strong performance is expected to continue in the long term, driving private consumption.

The existing partnership between AB InBev

The existing partnership between AB InBev and Grupo Modelo, which dates back to 1993, is being enhanced through a series of transactions that will simplify and streamline the corporate structure of Grupo Modelo. As part of these transactions, Diblo, S.A. de C.V., the holding company for Grupo Modelo's operating subsidiaries, and Direccion de Fabricas, S.A. de C.V., a leading glass bottle manufacturer in Mexico with output largely dedicated to Grupo Modelo, will merge into parent Grupo Modelo for newly issued Grupo Modelo shares. Suddenly after the mergers of Diblo and DIFA, AB InBev will commence an all-cash tender offer for all of the outstanding shares of Grupo Modelo that it will not own at the time for a total consideration of USD 20.1 billion or USD 9.15 per share. Both companies' Boards of Directors have approved the transaction.

The tender price of USD 9.15 per share represents a premium of in broad outline 30%[2] to MXN 97.95, the closing price of Grupo Modelo series C shares on June 22, 2012. The total enterprise value is estimated to be roughly USD 32.2 billion, composed of the consideration in the tender offer, the value of AB InBev's existing stakes in Grupo Modelo and Diblo as then as cash balances and minority interests.

The purchase of Grupo Modelo'

AB InBev has fully committed financing for the purchase of Grupo Modelo's outstanding shares. The company has added USD 14 billion of additional bank facilities to existing liquidity through a new facility agreement which provides for an USD 8 billion three-year term facility and a USD 6 billion term facility with a maximum maturity of two years from the funding date. AB InBev nevertheless has total liquidity, between cash and long-term committed facilities, in excess of USD 24 billion. AB InBev expects to be below its targeted net debt to normalized EBITDA ratio of 2.0x while the course of 2014.

In a related transaction announced today, Grupo Modelo will sell its existing 50% stake in Crown Imports, the joint venture that imports and markets Grupo Modelo's brands in the U.S., to Constellation Brands for USD 1.85 billion, giving Constellation Brands 100% ownership and control. As a result, Grupo Modelo's brands will continue to be imported, marketed and distributed independently in the U.S. through Crown Imports on similar economic terms it receives today, during AB InBev will ensure the continuity of supply, quality of products and ability to introduce innovations. Crown Imports will continue to manage all aspects of the business, including making marketing, distribution and pricing decisions.

The companies believe that the synergy potential from the combination would include the expansion of Corona, economies of scale through combined purchasing opportunities, and the sharing of best practices around the world. Just in case, AB InBev has a strong track record of successfully completing combinations, integrating businesses and delivering on its financial commitments. The combination is expected to yield annual synergies of anyway USD 600 million.

Grupo Modelo's employees would as well benefit from global career development opportunities as so then as contribute their skills and experience to the combined organization's continued growth.

There will be a webcast for the investment community on Friday, June 29, 2012 at 7:30 a.m. Mexico City Time / 8:30 a.m. EDT / 2:30 p.m. CET.

A replay of the webcast will be as well be archived on the investor relations sections of www.ab-inbev.com and www.gmodelo.mx.

Openly traded company based in Leuven

About Anheuser-Busch InBevAnheuser-Busch InBev is a openly traded company based in Leuven, Belgium, with an American Depositary Receipt secondary listing on the New York Stock Exchange.  It is the leading global brewer and one of the world's top five consumer products companies.  Beer, the original social network, has been bringing people at the same time for thousands of years and our portfolio of so then over 200 beer brands continues to forge strong connections with consumers. We invest the majority of our brand-building resources on our Focus Brands - those with the greatest growth potential just as global brands Budweiser®, Stella Artois® and Beck's®, alongside Leffe®, Hoegaarden®, Bud Light®, Skol®, Brahma®, Antarctica®, Quilmes®, Michelob Ultra®, Harbin®, Sedrin®, Klinskoye®, Sibirskaya Korona®, Chernigivske®, Hasseroder® and Jupiler®.  Just in case, the company owns a 50 percent equity interest in the operating subsidiary of Grupo Modelo, Mexico's leading brewer and owner of the global Corona® brand.  AB InBev's dedication to heritage and quality originates from the Den Hoorn brewery in Leuven, Belgium dating back to 1366 and the pioneering spirit of the Anheuser & Co brewery, with origins in St. Louis, USA since 1852. Geographically diversified with a balanced exposure to developed and developing markets, AB InBev leverages the collective strengths of its in broad outline 116,000 employees based in 23 countries worldwide. In 2011, AB InBev realized 39.0 billion USD revenue. The company strives to be the Best Beer Company in a Better World. For more information, please visit: www.ab-inbev.com.

About Grupo ModeloGrupo Modelo, founded in 1925, is the leader in Mexico in beer production, distribution and marketing.  It has a total annual installed capacity of 70 million hectoliters.  Currently, it brews and distributes 13 brands, including Corona Extra, the number one Mexican beer sold in the world, Modelo Especial, Victoria, Pacifico and Negra Modelo.  It exports six brands and is present in more than 180 countries.  It is the importer of Anheuser-Busch InBev's products in Mexico, including Budweiser, Bud Light and O'Doul's.  It as well imports the Chinese Tsingtao brand and the Danish beer Carlsberg.  Through a strategic alliance with Nestlé Waters, it produces and distributes in Mexico the bottled water brands Sta. Maria and Nestlé Pureza Vital, among others.  Grupo Modelo trades in the Mexican Stock Exchange since 1994 with the ticker symbol GMODELOC.  It as well quotes as an ADR pursuant to this agreement the ticker GPMCY in the OTC markets and in Latibex in Spain as XGMD.

This release contains certain forward-looking statements reflecting the current views of the management of AB InBev with respect to, among other things, the proposed transaction described herein as so then as AB InBev's strategic objectives, business prospects, future financial condition, budgets, projected levels of production, projected costs and projected levels of earnings and profits, and the synergies it is able to achieve. These statements involve risks and uncertainties. The ability of AB InBev to achieve these objectives and targets or to consummate the proposed transaction is dependent on many factors some of which may be outside of management's control. Partly, words just as "believe", "intend", "expect", "anticipate", "plan", "target", "will" and similar expressions to identify forward-looking statements are used. All statements other than statements of historical facts are forward-looking statements. You should not place undue reliance on these forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect AB InBev's current expectations and assumptions as to future events and circumstances that may not prove accurate. The actual results could differ materially from those anticipated in the forward-looking statements for many reasons including the risks described pursuant to this agreement Item 3.D of AB InBev's annual report on Form 20-F filed with the US Securities and Exchange Commission on 13 April 2012, also as risks associated with the proposed transaction, including uncertainty as whether AB InBev will be able to consummate the transaction on the terms described in this document or in the definitive agreements, the ability to obtain necessary governmental approvals, the availability of financing for the transaction and the ability to consummate the financing on the currently anticipated terms, the ability to realize the anticipated benefits of transaction, including as a result of a delay in completing the transaction or difficulty in integrating the businesses of the companies involved, and the amount and timing of any costs savings and operating synergies. AB InBev cannot assure you that the proposed transaction or the future results, level of activity, performance or achievements of AB InBev will meet the expectations reflected in the forward-looking statements. In addition, neither AB InBev nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Unless AB InBev is required by law to update these statements, AB InBev will not necessarily update any of these statements afterwards the date hereof, either to confirm the actual results or to report a change in its expectations.