Punch Card Capital Asks InBev Board to Intervene

GOTHA, Fla.--(BUSINESS WIRE)--March 13, 2007
Punch Card Capital today released a letter to the board of
directors of InBev (Euronext:INB). The text of the letter appears
below. 
Dear Members of the Board of InBev: 
Punch Card Capital is the largest minority shareholder of Quinsa
(NYSE:LQU), a company that InBev indirectly controls. I am concerned
that one of your subsidiaries, AmBev (NYSE:ABV), is manipulating the
board of Quinsa in a manner designed to deprive its minority holders
of fair value and avoid proper process. On January 25, 2007, AmBev
launched an offer to purchase all of the remaining outstanding shares
of Quinsa. The offer is designed to be coercive, as non-tendering
shareholders are being threatened that "AmBev intends to cause Quinsa
to apply to delist the remaining non-tendered ADSs from the NYSE...as
well as to terminate the registration of the Class B shares" following
the offer. AmBev's plan is to coerce enough shareholders to tender so
that it can reach the ownership thresholds required under Luxembourg
law for a squeeze-out. AmBev would then try to use the squeeze-out
rules to compel the remaining minority holders to sell at the offer
price, even though the offer price is below current market prices. 
As part of their plan, AmBev and Quinsa attempted to keep secret
the fact that 2006 results were significantly better than the
estimates they had filed with regulators and disclosed to the public.
This was done to hide the true value of Quinsa and mislead
shareholders into tendering. AmBev filed with the SEC an offer
document that estimated 2006 cash flow to be $407 million. Actually
cash flow in 2006 was $473 million and despite knowing this material
discrepancy during the offer period, the Quinsa board repeatedly
endorsed AmBev's offer and recommended that shareholders tender. AmBev
and Quinsa purposely withheld the cash flow information and rushed to
try to close the tender on February 28, 2007, one day before the
actual figures were due to become public. Only after Luxembourg's
regulator intervened were the companies forced to extend the offer and
disclose to shareholders that actual 2006 results were materially
higher. 
Other deficiencies have continued. No new fairness analysis has
been initiated even though the old cash flow projections have proven
to be unreliable. No new financial advisor has been retained even
though it has become clear that Citigroup is conflicted because of its
status as AmBev's regular investment banker. No independent committee
has been appointed to represent the interests of Quinsa's minority
shareholders even though AmBev directors and employees represent a
majority of the Quinsa board. No information about integration
synergies has been shared by Quinsa even though the board has been
chastised for withholding material information. Last but not least,
the companies admit that there have been no negotiations on the offer
price at all. 
The corporate governance during this process has been extremely
poor. It does not meet the world-class standards expected of major
international companies such as InBev. The actions of your subsidiary
companies threatens to damage your reputation for fair treatment of
holders and I urge you to intervene. 
Regards, 
Norbert Lou 
Punch Card Capital 
CONTACT:
Punch Card Capital
Norbert Lou, 212-319-5413
 
 
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