Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
August 23 2016 - 10:00AM
Edgar (US Regulatory)
Filed by Anheuser-Busch InBev SA/NV
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Anheuser-Busch InBev SA/NV
(Commission
File No. 001-34455)
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PRESS RELEASE
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Brussels, 23 August 2016, 12.30PM CET
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
ANHEUSER-BUSCH INBEV NOTES RESULT OF
SABMILLER UK COURT DIRECTIONS HEARING
Anheuser-Busch InBev SA/NV (AB InBev) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ABI) (JSE: ANB)
notes the announcement by SABMiller plc (SABMiller) to the effect that today the UK Court has agreed to Altria and BEVCO being treated as a separate class from other SABMiller shareholders for the purposes of the UK Scheme Court
Meeting. The result of this is that Altria and BEVCO will consent to the UK Scheme separately and will not vote with other SABMiller shareholders. Altria and BEVCO have both irrevocably undertaken to consent to the UK Scheme. The
relevant meeting of SABMiller shareholders (other than Altria and BEVCO) is currently scheduled to take place on 28 September 2016 as previously announced.
Further information, including the action to be taken by AB InBev and SABMiller shareholders, will be contained in the transaction documents when
published on 26 August 2016.
Terms used but not defined in this announcement have the meaning given in the joint announcement of AB InBev and
SABMiller on 11 November 2015.
English, French and Dutch versions of this press release will be available on www.ab-inbev.com.
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PRESS RELEASE
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Brussels, 23 August 2016, 12.30PM CET
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About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings
on the Mexico (MEXBOL: ABI) and South Africa (JSE: ANB) stock exchanges and with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). It is the leading global brewer and one of the worlds top five consumer products
companies. Beer, the original social network, has been bringing people together for thousands of years and the companys portfolio of well over 200 beer brands continues to forge strong connections with consumers. This includes global brands
Budweiser®, Corona® and Stella Artois®; international brands Becks®, Leffe® and Hoegaarden®; and local champions Bud Light®, Skol®, Brahma®, Antarctica®, Quilmes®, Victoria®, Modelo
Especial®, Michelob Ultra®, Harbin®, Sedrin®, Klinskoye®, Sibirskaya Korona®, Chernigivske®, Cass® and Jupiler®. Anheuser-Busch InBevs dedication to quality goes back to a brewing tradition of more than 600
years and the Den Hoorn brewery in Leuven, Belgium, as well as 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, Anheuser Busch InBev leverages the collective strengths of more than 150,000 employees based in 26 countries worldwide. In 2015, AB InBev realized 43.6 billion US dollar revenue. The company strives to be the Best Beer Company Bringing
People Together For a Better World. For more information, please visit: www.ab-inbev.com.
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Media
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Investors
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Marianne Amssoms
Tel: +1-212-573-9281
E-mail:
marianne.amssoms@ab-inbev.com
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Graham Staley
Tel: +1-212-573-4365
E-mail:
graham.staley@ab-inbev.com
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Karen Couck
Tel: +1-212-573-9283
E-mail:
karen.couck@ab-inbev.com
Kathleen Van Boxelaer
Tel: +32-16-27-68-23
E-mail:
kathleen.vanboxelaer@ab-inbev.com
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Heiko Vulsieck
Tel: +32-16-27-68-88
E-mail:
heiko.vulsieck@ab-inbev.com
Lauren Abbott
Tel: +1-212-573-9287
E-mail:
lauren.abbott@ab-inbev.com
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PRESS RELEASE
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Brussels, 23 August 2016, 12.30PM CET
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Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the persons interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London
time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the persons interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must
also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panels website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. You should contact the Panels Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.
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PRESS RELEASE
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Brussels, 23 August 2016, 12.30PM CET
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Forward Looking Statements
This press release contains forward-looking statements. These statements are based on the current
expectations and views of future events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this release include statements relating
to AB InBevs proposed business combination with SABMiller (including with respect to the expected timing and scope of these transactions), and other statements other than historical facts. Forward-looking statements include statements
typically containing words such as will, may, should, believe, intends, expects, anticipates, targets, estimates, likely,
foresees and words of similar import. All statements other than statements of historical facts are forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect the current views
of the management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and SABMiller and are dependent on many factors, some of which are outside of AB InBevs control. There are important factors, risks and uncertainties
that could cause actual outcomes and results to be materially different, including the satisfaction of the conditions to the transactions described herein, the ability to obtain the regulatory approvals related to the transactions and the ability to
satisfy any conditions required to obtain such approvals, and the risks relating to AB InBev described under Item 3.D of its Annual Report on Form 20-F (Form 20-F) filed with the US Securities and Exchange Commission (SEC) on
14 March 2016. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. There can be no certainty that the proposed transactions will be completed on the terms
described herein or at all.
The forward-looking statements should be read in conjunction with the other cautionary
statements that are included elsewhere, including AB InBevs most recent Form 20-F, reports furnished on Form 6-K, and any other documents that AB InBev or SABMiller have made public. Any forward-looking statements made in this communication
are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
Future SEC Filings and This Filing: Important Information
In the event that AB InBev and SABMiller implement a transaction relating to the business combination of AB InBev and
SABMiller, AB InBev or Newbelco SA/NV (a Belgian limited liability company formed for the purposes of such transaction) may be required to file relevant materials with the SEC. Such documents, however, are not currently available. INVESTORS ARE
URGED TO READ ANY DOCUMENTS REGARDING SUCH POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such filings without charge, at the SECs
website (http://www.sec.gov) once such documents are filed with the SEC. Copies of such documents may also be obtained from AB InBev, without charge, once they are filed with the SEC.
Notice to US investors
US holders of SABMiller shares should note that the steps of any transaction requiring approval by SABMiller
shareholders may be implemented under a UK scheme of arrangement provided for under English company law. If so, it is expected that any shares to be issued under the transaction to SABMiller shareholders would be issued in reliance upon the
exemption from the registration requirements of the US Securities Act of 1933, provided by Section 3(a)(10) thereof and would be subject to UK disclosure requirements (which are different from those of the United States). The transaction may instead
be implemented by way of a takeover offer under English law. If so, any securities to be issued under the transaction to SABMiller shareholders will be registered under the US Securities Act, absent an applicable exemption from registration. If
the transaction is implemented by way of UK takeover offer, it will be done in compliance with the applicable rules under the US Exchange Act of 1934, including any applicable exemptions provided under Rule 14d-1(d) thereunder.
Additional Information
This communication is for informational purposes only. This filing shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. This communication is not a substitute for a registration statement filed with the SEC or any other document relating to the combination that may be published by AB InBev, SABMiller or Newbelco. The combination, including the Belgian
merger of AB InBev into Newbelco, has not yet commenced. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
The making of an offer of securities in relation to the combination to specific persons who are
residents in, or nationals or citizens of, certain jurisdictions or to custodians, nominees or trustees of such persons may be made only in accordance with the laws of the relevant jurisdiction. It is the responsibility of those shareholders wishing
to accept an offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the proposed combination.
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