Anheuser-Busch InBev and Constellation Brands Announce Revised Agreement for Complete Divestiture of U.S. Business of Grupo

 Anheuser-Busch InBev and Constellation Brands Announce Revised Agreement for
            Complete Divestiture of U.S. Business of Grupo Modelo

AB InBev to sell Piedras Negras brewery and grant perpetual rights to
Constellation for Corona and the Modelo brands in the U.S. for USD 2.9 billion

Constellation to acquire 50% of Crown it does not own for USD 1.85 billion

Terms and merits of combination between AB InBev and Grupo Modelo relating to
global deal remain unchanged

AB InBev synergy projection revised to approximately USD 1 billion from USD
600 million

PR Newswire

BRUSSELS and VICTOR, N.Y., Feb. 14, 2013

BRUSSELSand VICTOR, N.Y., Feb. 14, 2013 /PRNewswire/ -- Anheuser-Busch InBev
(Euronext: ABI) (NYSE: BUD) and Constellation Brands, Inc. (NYSE: STZ, STZ.B)
today announced a revised agreement that establishes Crown Imports as the #3
producer and marketer of beer in the U.S. through a complete divestiture of
Grupo Modelo's (BMV: GMODELOC) U.S. business. The transaction establishes
Crown as a fully owned entity of Constellation, and provides Constellation
with independent brewing operations, Modelo's full profit stream from all U.S.
sales, and rights in perpetuity to the Grupo Modelo brands distributed by
Crown in the U.S.

As part of AB InBev's acquisition of the 50% of Grupo Modelo it does not
already own, AB InBev has agreed to sell Compania Cervecera de Coahuila, Grupo
Modelo's state-of-the-art brewery in Piedras Negras, Mexico, and grant
perpetual brand licenses to Constellation for USD 2.9 billion, subject to a
post-closing adjustment. This price is based on an assumed 2012 EBITDA of USD
310 million earned from manufacturing and licensing the Modelo brands for sale
by the Crown joint venture, with an implied multiple of approximately 9 times.
The sale of the brewery, which is located near the Texas border, would ensure
independence of supply for Crown and provides Constellation with complete
control of the production of the Modelo brands for marketing and distribution
in the U.S.

AB InBev and Constellation have agreed to a three-year transition services
agreement to ensure the smooth transition of the operation of the world-class
brewery, which is fully self-sufficient, utilizes top-of-the-line technology
and was built to be readily expanded to increase production capacity. During
this 3 year timeframe, Constellation plans to invest approximately USD 400
million to expand the Piedras Negras facility, which will then enable it to
supply 100% of Crown's needs for the U.S. marketplace. Today, Piedras Negras
fulfills approximately 60% of Crown's current demand.

As previously announced on June 29, 2012, AB InBev has agreed to divest Grupo
Modelo's 50% stake in Crown, the joint venture between Modelo and
Constellation, that currently imports and markets Modelo's brands in the U.S.,
to Constellation. The transaction value remains USD 1.85 billion, providing
Constellation 100% ownership and control of Crown.

Carlos Brito, Chief Executive Officer of AB InBev, commented, "The AB InBev
and Grupo Modelo transaction has always been about Mexico and making Corona
more global in all markets other than the U.S., where the brands will be owned
and managed by Constellation. We are pleased to have reached this revised
agreement that preserves the merits of the Grupo Modelo transaction while
allowing us to move expeditiously to the Modelo integration process and the
capture of approximately USD 1 billion of synergies, up from our original
estimate of USD 600 million."

Rob Sands, President and Chief Executive Officer of Constellation Brands,
said, "The revised agreement with AB InBev will make Constellation's Crown
beer division a fully independent competitor and the third largest producer
and marketer in the U.S. beer industry. This is a transformational acquisition
for our company as we will hold perpetual rights to Corona and the Modelo
brands distributed by Crown in the U.S. We will have autonomous control of
production, distribution, marketing and promotion of these brands in the U.S.
Bill Hackett, President of Crown, and his management team have decades of
experience in the beer industry with the iconic Modelo brands. I am confident
that all Constellation and Crown stakeholders, including our valued
wholesalers, shareholders and employees will see the benefits of this amended

Constellation's Financing Arrangements

The combined purchase price for the remaining 50% interest in Crown and the
Piedras Negras brewery and the perpetual brand licenses is approximately USD
4.75 billion, subject to a post-closing adjustment. Constellation has fully
committed bridge financing in place to complete these acquisition activities.
Permanent financing is expected to consist of a combination of senior notes
and term loans, with the remainder of the funding coming from the company's
existing revolving credit facility, accounts receivable securitization
facility and available cash.

"Upon closing, this combined transaction is expected to increase
Constellation's debt to comparable basis EBITDA leverage to between 5 and 5.5
times when factoring in a full year of the additional Crown, brewery and brand
EBITDA," said Bob Ryder, Chief Financial Officer of Constellation Brands.
"After funding this transformational transaction and planned capacity
expansion for the brewery, the company expects to utilize its strong free cash
flow to delever into its targeted 3 to 4 times leverage range as soon as

Crown as a Stronger Independent Competitor

Under the revised agreement, Crown would be a fully independent competitor in
the U.S. with a Constellation owned state-of-the-art brewery fully supporting
its growth. Constellation would also be granted an exclusive perpetual brand
license for the import and distribution of Corona and the Modelo brands it
currently sells, and the freedom to develop brand extensions and innovations
in the U.S. Under the previous agreement announced in June 2012, AB InBev had
the right, exercisable every 10 years, but not the obligation, to terminate
the importer agreement with Crown. That provision has been removed in the
revised agreement.

We believe this revised agreement addresses all of the concerns raised by the
U.S. Department of Justice in its lawsuit, leaving no doubt about
Constellation's Crown beer division's complete independence and ability to

Acquisition of Piedras Negras Brewery Provides Supply Independence for Crown

Constellation's purchase of the Piedras Negras brewery provides it with
complete control over production of Corona and the Modelo brands sold in the
U.S. The brewery benefits from its proximity to the U.S., as well as a
continuous, high quality water supply from a mountain aquifer. The
approximately 600 employees at the Piedras Negras facility will continue to be
employed at the brewery by their current employer.

The brewery currently produces Corona, Corona Light and Modelo Especial. The
first phase of construction was completed in 2010 and the brewery is designed
to be efficiently expanded up to 30 million HL. AB InBev and Constellation
have entered into a three-year interim supply agreement for beer production to
ensure full supply to U.S. consumers and a smooth, operational transition in
Piedras Negras for workers and suppliers.

Terms and Merits of Combination between AB InBev and Grupo Modelo Remain

The sale of Grupo Modelo's 50% stake in Crown is related to an agreement
between AB InBev and Modelo, under which AB InBev will acquire the remaining
stake in Modelo that it does not already own for USD 9.15 per share in cash,
plus the acquisition of a glass supplier, in a transaction valued at USD 20.1
billion. These terms between AB InBev and Modelo remain unchanged.

The combination is a natural next step given the long and successful
partnership dating back more than 20 years between AB InBev and Grupo Modelo,
and would create a significant growth opportunity worldwide from combining two
leading brand portfolios and distribution networks. This combination is driven
by the growth potential of Modelo brands in Mexico as well as worldwide
outside the U.S., and the opportunities to introduce additional AB InBev
brands in Mexico through Modelo's distribution network. The Piedras Negras
brewery supplies the U.S. exclusively, and its sale would not impact the
growth of Modelo brands in Mexico or worldwide outside the U.S.

Since announcing the combination between AB InBev and Modelo, AB InBev has
been working on integration planning and reviewing initial synergy forecasts.
Based on a more detailed and thorough analysis, AB InBev believes annual
synergies will be approximately USD 1 billion, up from the original forecast
of USD 600 million estimated when the transaction was announced.

Next Steps

AB InBev's combination with Grupo Modelo remains subject to the existing
challenge by the U.S. Department of Justice. The revised agreement with
Constellation remains conditioned on the completion of the Modelo transaction,
as well as regulatory approvals in the U.S. and Mexico and other customary
closing conditions.

French and Dutch versions of this release will be available at

8:30 a.m. EST: Investor and Analyst Webcast – AB InBev

There will be a webcast for the investment community hosted by Chief Executive
Officer Carlos Brito and Chief Financial Officer Felipe Dutra on Thursday,
February 14, 2013 at 8:30 a.m. EST / 2:30 p.m. CET.

To register for the live listen-only webcast click here

Investors and analysts who wish to ask questions during the Q&A portion of the
call should join by dialing 1-866-713-8566 (from the U.S.) or +1-617-597-5325
(international) and reference passcode 33834365.

A replay of the webcast will be also be archived on the investor relations
section of

10:30 a.m. EST: Investor and Analyst Webcast – Constellation

A conference call to discuss the transaction discussed in this news release,
will be hosted by President and Chief Executive Officer Rob Sands and
Executive Vice President and Chief Financial Officer Bob Ryder on Thursday,
February 14, 2013 at 10:30 a.m. EST / 4:30 p.m. CET.

The conference call can be accessed by dialing +973-935-8505 beginning 10
minutes prior to the start of the call. A live listen-only webcast of the
conference call, together with a copy of this news release (including the
attachments) and other financial information that may be discussed during the
call will be available on the Internet at the company's website: under "Investors," prior to the call.

Transaction Website

The enclosed information constitutes regulated information as defined in the
Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of
financial instruments which have been admitted for trading on a regulated


Constellation Brands
This news release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. The words "expect," "anticipate," and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Those statements
may relate to Constellation Brands' business strategy, future operations,
prospects, plans and objectives of management, as well as information
concerning expected actions of third parties. All forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by the forward-looking
statements. All forward-looking statements speak only as of the date of this
news release. Constellation Brands undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.

The forward-looking statements are based on management's current expectations
and, unless otherwise noted, do not take into account the impact of any future
acquisition, merger or any other business combination, divestiture,
restructuring or other strategic business realignments, financing or share
repurchase that may be completed after the date of this release. The
forward-looking statements should not be construed in any manner as a
guarantee that such results will in fact occur. The transaction between
Constellation Brands and Anheuser-Busch InBev SA/NV regarding the purchase by
Constellation Brands of the 50% portion of Crown Imports LLC which
Constellation Brands does not already own (the "Crown Acquisition") and the
transaction between Constellation Brands and Anheuser-Busch InBev SA/NV
regarding the purchase by Constellation Brands of the Piedras Negras Brewery
(the "Brewery Acquisition") are subject to the satisfaction of certain
closing conditions, including receipt of necessary regulatory approvals and
the consummation of certain transactions between Anheuser-Busch InBev SA/NV
and Grupo Modelo, S.A.B. de C.V., and certain of its affiliates (the "Modelo
Transaction"). There can be no assurance the Modelo Transaction, the Crown
Acquisition or the Brewery Acquisition will occur or will occur on the
timetable contemplated hereby. The availability of financing under the
company's senior credit facility is subject to satisfaction of the terms and
conditions contained in the underlying documents. 

In addition to the risks and uncertainties of ordinary business operations,
the forward-looking statements of the company contained in this news release
are subject to a number of risks and uncertainties, including:

  ocompletion of the Modelo Transaction, the Crown Acquisition and the
    Brewery Acquisition and associated expansion on the expected terms;
  othe availability of financing for the CrownAcquisition and the Brewery
    Acquisition and associated expansion under the expected terms;
  othe accuracy of supply projections regarding the Brewery Acquisition;
  oraw material and water supply, production or shipment difficulties could
    adversely affect Crown Imports' ability to supply its customers;
  othe accuracy of all projections which are expected to impact the company's
    financial profile;
  othe exact elements and sources of permanent financing for the Crown
    Acquisition and the Brewery Acquisition and associated expansion will
    depend upon market conditions; 
  oability to achieve expected and target debt leverage ratios due to
    different financial results from those anticipated and the timeframe in
    which the target debt leverage ratio will be achieved will depend upon
    actual financial performance;
  oincreased competitive activities in the form of pricing, advertising and
    promotions could adversely impact consumer demand for the company's
    products and/or result in lower than expected sales or higher than
    expected expenses; 
  ogeneral economic, geo-political and regulatory conditions, prolonged
    downturn in the economic markets in the U.S. and in the company's major
    markets outside of the U.S., continuing instability in world financial
    markets, or unanticipated environmental liabilities and costs; and 
  oother factors and uncertainties disclosed in the company's filings with
    the Securities and Exchange Commission, including its Annual Report on
    Form 10-K for the fiscal year ended Feb. 29, 2012, as supplemented by the
    company's Quarterly Report on Form 10-Q for the fiscal quarter ended May
    31, 2012, which could cause actual future performance to differ from
    current expectations.

Anheuser-Busch InBev
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 well as AB InBev's
strategic objectives, business prospects, future financial condition, budgets,
projected levels of production, projected costs and projected levels of
revenues 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. In some cases, words such 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 under 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, as well
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. Moreover, 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 after the date hereof, either to confirm the actual results
or to report a change in its expectations.

About Constellation Brands
Constellation Brands is the world's leading premium wine company that achieves
success through an unmatched knowledge of wine consumers, storied brands that
suit varied lives and tastes, and more than 4,400 talented employees
worldwide. With a broad portfolio of widely admired premium products across
the wine, beer and spirits categories, Constellation's brand portfolio
includes Robert Mondavi, Clos du Bois, Kim Crawford, Inniskillin, Franciscan
Estate, Mark West, Ruffino, Simi, Estancia, Corona Extra, Black Velvet
Canadian Whisky and SVEDKA Vodka.

Constellation Brands (NYSE: STZ and STZ.B) is a S&P 500 Index and Fortune
1000® company with more than 100 brands in our portfolio, sales in about 100
countries and operations in approximately 40 facilities. The company believes
that industry leadership involves a commitment to our brands, to the trade, to
the land, to investors and to different people around the world who turn to
our products when celebrating big moments or enjoying quiet ones. We express
this commitment through our vision: to elevate life with every glass raised.
To learn more about Constellation, visit the company's website at

About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in
Leuven, Belgium, with an American Depositary Receipt secondary listing on the
New York Stock Exchange (NYSE: BUD). 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 together for thousands of years and our
portfolio of well 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 such 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®. In addition, 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
approximately 116,000 employees based in operations in 23 countries worldwide.
In 2011, AB InBev realized 39.0 billion US dollar revenue. The company strives
to be the Best Beer Company in a Better World. For more information, please

SOURCE Anheuser-Busch InBev; Constellation Brands, Inc.

Contact: Constellation Contacts, Media, Angela Howard Blackwell, Tel:
+1-585-678-7141, or Cheryl Gossin, Tel: +1-585-678-7191, or Investors, Patty
Yahn-Urlaub, Tel: +1- 585-678-7483, or Bob Czudak, Tel: +1- 585-678-7170; or
Anheuser-Busch InBev Contacts, Media, Marianne Amssoms, Tel: +1-212-573-9281,
E-mail:, or Karen Couck, Tel: +32-16-27-69-65,
E-mail:, or Laura Vallis, Tel: +1-212-573-9283,
E-mail:, or Steve Lipin / Stan Neve, Brunswick
Group, Tel: +1-212-333-3810, or Investors, Graham Staley, Tel:
+1-212-573-4365, E-mail:, or Thelke Gerdes, Tel:
+32-16-27-68-88, E-mail:, or Christina Caspersen,
Tel: +1-212-573-4376, E-mail:
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