DFAN14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
|
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
o |
|
Definitive Proxy Statement |
|
þ |
|
Definitive Additional Materials |
|
o |
|
Soliciting Material Pursuant to Section 240.14a-12 |
ANHEUSER-BUSCH COMPANIES, INC.
(Name of Registrant as Specified in Its Charter)
INBEV S.A.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
|
|
|
|
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
On October 14, 2008 InBev S.A. issued the following press release:
InBev postpones Rights Offering and confirms no impact on
expected closing of Anheuser-Busch InBev combination
Reaffirms support of Banking Group and committed
financing to complete transaction
InBev (Euronext: INB) today announced that, as a consequence of unprecedented volatility in the
global capital markets, particularly during the last week, it has postponed its previously
announced rights offering until market conditions stabilize. The Board of Directors will continue
to monitor market conditions to determine the appropriate time to launch the rights offering.
InBev reaffirms its expectation that it will complete the acquisition of Anheuser-Busch by year-end
2008 following approval by Anheuser-Busch shareholders and receipt of remaining regulatory
approvals. The decision to postpone the equity offering will not affect completion of the
combination with Anheuser-Busch.
InBev also reconfirms the strong support of its bank group, who has provided the financing for the
transaction on the basis of certain funds commitments and complete loan documentation for both the
USD45 billion acquisition facility and the USD9.8 billion equity bridge facility. The equity bridge
facility has a post-closing maturity of six months, within which period InBev may tap the equity
markets at any time.
In addition, EPS and BRC, holding in aggregate (directly and indirectly through the Stichting
InBev) 60.76% of all outstanding InBev shares have reconfirmed their intentions, as stated on
6th October, including an intention to subscribe, in aggregate, for a number of shares
equivalent to approximately EUR 1.2 billion of new funds (EUR 600 million by each of EPS and BRC)
as and when the equity offering proceeds.
Carlos Brito, InBev CEO said: The proposed combination between Anheuser-Busch and InBev will
achieve value for our shareholders and create opportunities on a global basis for our consumers,
employees, business partners, wholesalers and the communities they serve. We are moving forward
confidently and expect to complete the combination of these two great companies by the end of the
year to create the worlds leading brewer.
About InBev
InBev is a publicly traded company (Euronext: INB) based in Leuven, Belgium. The companys origins
date back to 1366, and today, it is the leading global brewer. As a true consumer-centric, sales
driven company, InBev manages a carefully segmented portfolio of more than 200 brands. This
includes true beer icons with global reach like Stella Artois® and Becks®, fast growing
multicountry brands like Leffe® and Hoegaarden®, and many consumer loved local champions like
Skol®, Quilmes®, Sibirskaya Korona®, Chernigivske®, Sedrin®, Cass® and Jupiler®. InBev employs
close to 89 000 people, running operations in over 30 countries across the Americas, Europe and
Asia Pacific. In 2007, InBev realized 14.4 billion euro of revenue. For further information visit
www.InBev.com
InBev Contacts:
|
|
|
Marianne Amssoms
|
|
Fabio Spina |
Vice President Global External Communications
|
|
Vice President Investor Relations |
Tel: +32-16-27-67-11
|
|
Tel: + 32 16 27 62 43 |
E-mail: marianne.amssoms@inbev.com
|
|
E-mail: fabio.spina@inbev.com |
|
|
|
Steven Lipin/Nina Devlin
|
|
Rebecca Shelley/Laura Cummings |
Brunswick Group
|
|
Brunswick Group |
+1-212-333-3810
|
|
+44 20 7404 5959 |
This document does not constitute an offer to sell, or the solicitation of an offer to buy or
subscribe for, any securities and cannot be relied on for any investment contract or decision. Any
securities offered by InBev will not be and have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Forward Looking Statements:
Certain statements contained in this report that are not statements of historical fact constitute
forward-looking statements, notwithstanding that such statements are not specifically identified.
In addition, certain statements may be contained in the future filings of InBev and Anheuser-Busch
Companies, Inc. (Anheuser-Busch) under applicable securities laws and regulations, in press
releases, and in oral and written statements made by or with the approval of InBev or
Anheuser-Busch that are not statements of historical fact and constitute forward-looking
statements. Examples of forward-looking statements include, but are not limited to: (i) future
financial and operating results, cost savings, revenues and reported earnings; (ii) statements
about the timing of the rights issue; (iii) statements of strategic objectives, business prospects,
future financial condition, budgets, projected levels of production, projected costs and projected
levels of revenues and profits of InBev or its managements or board of directors; (iv) statements
of future economic performance; and (v) statements of assumptions underlying such statements.
Forward-looking statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions which are difficult to predict and outside of the control of the
management of InBev. Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. You should not place undue reliance on
these forward-looking statements. Factors that could cause actual results to differ from those
discussed in the forward-looking statements include, but are not limited to: (i) the risk that the
businesses of InBev and Anheuser-Busch will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (ii) expected revenue synergies and cost
savings from the merger may not be fully realized or realized within the expected time frame; (iii)
revenues following the merger may be lower than expected; (iv) operating costs, customer loss and
business disruption following the merger, including, without limitation, difficulties in
maintaining relationships with employees, may be greater than expected; (v) the ability to obtain
governmental or regulatory approvals of the merger on the proposed terms and schedule; (vi) the
failure of shareholders of Anheuser-Busch to approve the merger; (vii) local, regional, national
and international economic conditions and the impact they may have on InBev and Anheuser-Busch and
their customers and InBevs and Anheuser-Buschs assessment of that impact; (viii) increasing price
and product competition by competitors, including new entrants; (ix) rapid technological
developments and changes; (x) InBevs ability to continue to introduce competitive new products and
services on a timely, cost-effective basis; (xi) containing costs and expenses; (xii) governmental
and public policy changes; (xiii) protection and validity of intellectual property rights; (xiv)
technological, implementation and cost/financial risks in large, multi-year contracts; (xv) the
outcome of pending and future litigation and governmental proceedings; (xvi) continued availability
of financing; (xvii) financial resources in the amounts, at the times and on the terms required to
support future businesses of the combined company; and (xviii) material differences in the actual
financial results of merger and acquisition activities compared with expectations of InBev,
including the full realization of anticipated cost savings and revenue enhancements. All
subsequent written and oral forward-looking statements concerning the proposed transaction or other
matters and attributable to InBev or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements referenced above. Forward-looking statements speak only
as of the date on which such statements are made. InBev undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on which such statement
is made, or to reflect the occurrence of unanticipated events.
IMPORTANT INFORMATION
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of Anheuser-Busch by InBev. In connection with the proposed acquisition, InBev and Anheuser-Busch
intend to file relevant materials with the SEC, including Anheuser-Buschs proxy statement on
Schedule 14A.
INVESTORS OF ANHEUSER-BUSCH ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
ANHEUSER-BUSCHS PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents free of charge through the
website maintained by the SEC at www.sec.gov, and Anheuser-Busch stockholders will receive
information at an appropriate time on how to obtain transaction-related documents for free from
Anheuser-Busch. Such documents are not currently available.
InBev and certain of its directors and executive officers and other persons, and Anheuser-Busch and
its directors and certain executive officers, may be deemed to be participants in the solicitation
of proxies from the holders of Anheuser-Busch common stock in respect of the proposed transaction.
Information regarding InBevs directors and executive officers is available in its Annual Report
for the year ended December 31, 2007, available at www.InBev.com/annualreport2007. Information
about the directors and executive officers of Anheuser-Busch and their respective interests in
Anheuser-Busch by security holdings or otherwise is set forth in its proxy statement relating to
the 2008 annual meeting of stockholders, which was filed with the SEC on March 10, 2008. Investors
may obtain additional information regarding the interest of the participants by reading the proxy
statement regarding the acquisition when it becomes available.
-end-