Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
November 30 2016 - 7:15AM
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. 001-37911)
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Press Release
Brussels / 30 November 2016 / 1 PM 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 Announces
Results of Early Tenders and Consents
in USD
Notes Exchange Offers
Anheuser-Busch InBev (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB)
(JSE: ANH) today announced that as of 5:00 p.m. New York City time, on November 29, 2016 (the “Early Participation Date”), the aggregate principal amounts listed below of seven series of notes, each issued by one of SABMiller Limited
(formerly SABMiller plc), SABMiller Holdings Inc. (“Holdings”) or FBG Finance Pty Ltd (formerly FBG Finance Limited) (together, “SABMiller”)(collectively, the “SABMiller Notes”), had been validly tendered and not
withdrawn in connection with AB InBev’s previously announced offers to exchange all validly tendered and accepted SABMiller Notes of each such series for new notes issued by Anheuser-Busch InBev Worldwide Inc. (the “Issuer) (collectively,
the “AB InBev Notes”), and the related solicitation of consents to amend the note documents governing the SABMiller Notes. A Registration Statement on Form
F-4
(File
No. 333-214581)
(the “Registration Statement”) relating to the issuance of the AB InBev Notes was filed with the Securities and Exchange Commission (“SEC”) on November 14, 2016
but has not yet been declared effective.
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Series of SABMiller Notes
Offered for Exchange
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CUSIP/ISIN No.
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Aggregate Principal Amount
Tendered and Consents
Received as of the Early
Participation Date
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Percentage of Total
Outstanding Principal
Amount of such Series of
SABMiller Notes Tendered
and
Consenting
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6.50% Notes due 2018
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G77395 AF1
78572M AF2
USG77395AF14
US78572MAF23
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$
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626,658,000
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89.52%
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2.200% Fixed Rate Notes due 2018
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78573A AE0
U7787R AF8
US78573AAE01
USU7787RAF83
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$
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639,715,000
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85.30%
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Floating Rate Notes due 2018
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78573A AG5
U7787R AG6
US78573AAG58
USU77 87RAG66
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$
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307,655,000
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87.90%
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Press Release
Brussels / 30 November 2016 / 1 PM CET
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Series of SABMiller Notes
Offered for Exchange
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CUSIP/ISIN No.
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Aggregate Principal Amount
Tendered and Consents
Received as of the Early
Participation Date
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Percentage of Total
Outstanding Principal
Amount of such Series of
SABMiller Notes Tendered
and
Consenting
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3.750% Notes due 2022
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78573A AA8
U7787R AA9
US78573AAA88
USU7787RAA96
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$
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2,336,267,000
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93.45
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%
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6.625% Guaranteed Notes due
August 2033
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78572MAA3
G77395AA2
US78572MAA36
USG77395AA27
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$298,300,000
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99.43
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%
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5.875% Notes due 2035
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Q3748T AC3
30239X AD9
USQ3748TAC38
US30239XAD93
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$300,000,000
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100.00
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%
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4.950% Notes due 2042
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78573A AC4
U7787R AC5
US78573AAC45
USU7787RAC52
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$
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1,488,530,000
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99.24
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%
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The exchange offers and consent solicitations (together, the “Exchange
Offers”) commenced on November 14, 2016 and expire at 11:59 p.m., New York City time, on December 13, 2016 (the “Expiration Date”), unless extended or terminated. The AB InBev Notes are expected to be issued promptly on or
about the third business day following the Expiration Date (the “Settlement Date”).
The dealer managers
for the Exchange Offers relating to the SABMiller Notes are:
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BofA Merrill Lynch
214 North Tryon Street, 14th Floor
Charlotte, North
Carolina 28255
U.S.A.
Attention: Liability Management Group
By Telephone:
(888)
292-0070
(toll-free)
(980) 683 – 3215 (collect)
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Citigroup Global Markets, Inc.
390 Greenwich Street, 1st Floor
New York, NY 10013
U.S.A.
Attention: Liability Management Group
By Telephone:
(800)
558-3745
(toll-free)
(212)
723-6106
(collect)
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Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
U.S.A.
Attention: Liability Management Group
By Telephone:
(866)
627-0391
(toll-free)
(212)
250-2955
(collect)
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Press Release
Brussels / 30 November 2016 / 1 PM CET
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The exchange agent and information agent for the Exchange Offers relating to the
SABMiller Notes is:
Global Bondholder Services
Corporation
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By Phone:
Bank
and Brokers Call Collect:
+1 (212)
430-3774
All Others, Please Call Toll-Free:
+1 (866)
470-3900
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By
E-Mail:
contact@gbsc-usa.com
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By Mail or Hand
:
65 Broadway—Suite 404
New York, New York 10006
ATTN: Corporate Actions
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The Exchange Offers are being made pursuant to the terms and conditions set forth in AB
InBev’s prospectus, dated as of November 14, 2016 (the “Prospectus”), which forms a part of the Registration Statement. Tendered SABMiller Notes, and related consents, may be validly withdrawn at any time prior to the Expiration
Date and AB InBev may terminate or withdraw the Exchange Offers at any time for any reason.
This press release is
not an offer to sell or a solicitation of an offer to buy any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made solely pursuant to the terms and conditions of the Prospectus,
and the other related materials. A Registration Statement relating to the AB InBev Notes has been filed with the SEC but has not yet become effective. The AB InBev Notes may not be sold, nor may offers to buy be accepted, prior to the time the
Registration Statement is declared effective by the SEC.
Security holders are urged to read the exchange offer
materials, when available, including the Registration Statement on Form
F-4
filed with the SEC, as amended from time to time, the related prospectus, and the other materials related to the proposed exchange
offer filed with the SEC, because they contain important information. These and other documents relating to the proposed exchange offer, when they are filed with the SEC, may be obtained, free of charge, on the SEC’s web site at www.sec.gov, or
may be obtained, free of charge, from the Issuer after the exchange offer has been commenced by requesting in writing or by telephone to
+1-212-573-4365.
A copy of the prospectus for the exchange offers, when prepared, will also be available, free of charge.
There will not be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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Press Release
Brussels / 30 November 2016 / 1 PM CET
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Any offer of the AB InBev Notes made to holders of the SABMiller Notes
which are located or resident in any Member State of the European Economic Area which has implemented Directive 2003/71/EC, as amended (the “Prospectus Directive”) will be addressed to holders which are qualified investors as defined in
the Prospectus Directive. Any holder that is not a qualified investor, will not be able to participate in the exchange offers.
In the United Kingdom, this press release is only being communicated to, and any other documents or materials relating
to the Exchange Offers are only being distributed to and are only directed at, (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or to
any other person to whom this press release may lawfully be communicated in circumstances where section 21 of the Financial Services and Markets Act 2000 does not apply. Any investment or investment activity to which this announcement relates is
available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
In Australia, this press release is provided by FBG Finance Pty Ltd (formerly FBG Finance Limited) and FBG Treasury
(Aust.) Pty Ltd (ABN 80 006 865 738), neither of whom hold, and are not required to hold, an Australian financial services licence. To the extent this press release contains any financial product advice (for the purposes of the Australian
Corporations Act 2001
(Cth)), it is general advice only and has been prepared without taking into account investors’ objectives, financial situation or needs. Before acting on any such advice, investors should consider whether the advice
is appropriate for their circumstances. Where available, investors should obtain a copy of, and consider this, and any other relevant disclosure documentation, before making any decision to acquire a financial product. No
cooling-off
regime is available in relation to the offer.
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Press Release
Brussels / 30 November 2016 / 1 PM CET
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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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Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail:
gabriel.ventura@ab-inbev.com
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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: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has
been bringing people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 400 beer brands
includes global brands Budweiser
®
, Corona
®
and Stella Artois
®
; multi-country
brands Beck’s
®
, Castle
®
, Castle Lite
®
, Hoegaarden
®
and Leffe
®
; and local champions such as Aguila
®
, Antarctica
®
, Bud Light
®
, Brahma
®
,
Cass
®
, Chernigivske
®
, Cristal
®
, Harbin
®
, Jupiler
®
, Klinskoye
®
, Michelob
Ultra
®
, Modelo Especial
®
, Quilmes
®
, Victoria
®
, Sedrin
®
, Sibirskaya Korona
®
and
Skol
®
. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit
of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to
developed and developing markets, we leverage the collective strengths of approximately 200,000 employees based in more than 50 countries worldwide. In 2015, on a combined pro forma basis, AB InBev realized 55.5 billion US dollar in revenues
(excluding JVs and associates).
English, Dutch and French versions of this press release will be available on
www.ab-inbev.com
.
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Press Release
Brussels / 30 November 2016 / 1 PM 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. 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 are dependent on many factors, some of which are outside of AB InBev’s 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 and the risks described under “Risk Factors” of the Registration Statement. 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 InBev’s most recent Form
20-F,
reports furnished on Form
6-K,
AB InBev’s Registration Statement on Form
F-4
and any other documents that AB InBev or SABMiller Limited (formerly SABMiller plc) 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.
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