Anheuser-Busch InBev Completes Combination with Grupo Modelo

         Anheuser-Busch InBev Completes Combination with Grupo Modelo

Announces Settlement of Tender Offer

PR Newswire

BRUSSELS, June 4, 2013

BRUSSELS, June 4, 2013 /PRNewswire/ -- Anheuser-Busch InBev (Euronext: ABI;
NYSE: BUD) and Grupo Modelo, S.A.B. de C.V. (BMV: GMODELOC) today announced
that AB InBev has successfully completed its combination with Grupo Modelo in
a transaction valued at USD 20.1 billion.

The combination is a natural next step given the successful long-term
partnership between AB InBev and Grupo Modelo, which started more than 20
years ago. The combined company will benefit from the significant growth
potential that Modelo brands such as Corona have globally outside of the U.S.,
as well as locally in Mexico, where there will also be opportunities to
introduce AB InBev brands through Modelo's distribution network.

The combined company will lead the global beer industry with roughly 400
million hectoliters of beer volume annually, bringing together five of the top
six most valuable beer brands in the world. Mexico is the world's fourth
largest profit pool for beer and a very attractive market due to its projected
growth. The combination is also expected to generate approximately USD 1
billion in cost synergies.

Carlos Brito, CEO of Anheuser-Busch InBev, said, "We have tremendous respect
for Grupo Modelo and its brands, and we are thrilled to welcome our Grupo
Modelo colleagues to the global team. We look forward to realizing our
opportunities for growth and bringing our beers to more consumers around the
world as we join two world-class brewers."

Local Management and Board

As previously announced, Ricardo Tadeu will serve as Zone President Mexico and
Chief Executive Officer of Grupo Modelo, effective immediately. Mexico will
become AB InBev's seventh Zone. Grupo Modelo's headquarters will remain in
Mexico City, and it will continue to have a local board, which will be
appointed by AB InBev at the next shareholders meeting of the company. Carlos
Fernandez, Maria Asuncion Aramburuzabala and Valentin Diez Morodo have been
invited to continue to play an important role on Grupo Modelo's Board of
Directors.

Maria Asuncion Aramburuzabala and Valentin Diez Morodo will also join AB
InBev's Board of Directors, subject to the approval of AB InBev's shareholders
at the next shareholders meeting.

Tender Offer Settlement

In connection with the completion of the combination, AB InBev announced the
successful settlement of the all-cash tender offer for the remaining shares of
Grupo Modelo that it did not already own for USD 9.15 per share. As of May 31,
2013, approximately 89% of Grupo Modelo's outstanding Series C common shares
were validly tendered and acquired in the tender offer by a subsidiary of AB
InBev. AB InBev now owns approximately 95% of Grupo Modelo's outstanding
common shares.

Grupo Modelo will be fully consolidated in the AB InBev financial reporting as
of June 4, 2013. Later today, AB InBev will establish and fund a trust that
will accept further tender of shares by Grupo Modelo shareholders at a price
of USD 9.15 per share over a period of up to 25 months, during which time
Grupo Modelo shares will continue to be quoted on the Mexican Stock Exchange.
AB InBev will recognize in its financial reports the amount deposited with the
trust as restricted cash and will recognize a liability for the Grupo Modelo
shares it did not acquire by the end of the MTO.

International Financial Reporting Standards (IFRS) Reporting Impact

AB InBev is in the process of preparing the allocation of the purchase price
to the individual assets and liabilities acquired in compliance with IFRS3 and
plans to publish a preliminary opening balance sheet in its 2013 half year
unaudited condensed financial statements. As part of this exercise, AB InBev
will re-value its initial stake in Grupo Modelo at its deemed fair value in
line with the applicable accounting standards under IFRS and resulting in a
non-recurring, non-cash gain estimated at approximately USD 6 billion. The
opening balance sheet will report the Crown Imports and Grupo Modelo U.S.
business being disposed to Constellation Brands as assets held for sale. These
assets will be recognized at their after-tax net realizable value.

Investment in AB InBev by Grupo Modelo Shareholders

In a transaction related to the combination with Grupo Modelo, select Grupo
Modelo shareholders have committed, upon tender of their shares, to acquire
the equivalent of approximately 23.1 million AB InBev shares, to be delivered
within five years via a deferred share instrument, for a consideration of
approximately USD 1.5 billion. This investment will occur on June 5, 2013. AB
InBev will include the weighted average number of the shares promised via the
deferred share instruments outstanding on a time-apportioned basis as of June
5, 2013 in the calculation of its basic and diluted earnings per share, until
the underlying shares have been delivered to the investors. By May 31, 2013,
approximately 80% of the shares promised in the deferred share instruments had
been hedged.

Reference Base

Given the transformational nature of the transaction with Grupo Modelo, and to
facilitate the understanding of AB InBev's underlying performance, AB InBev
will present its results going forward in comparison to a 2012 Reference base.
The Reference base will include the Grupo Modelo results as from June 4, 2012
for comparative purposes. The 2012 Reference base that will be used in the
results announcements going forward and that will be used by management to
assess the underlying performance of the business will be published in the
coming weeks.

U.S. Divestiture

The related transaction with Constellation Brands, including the sale of Grupo
Modelo's Piedras Negras brewery, Grupo Modelo's 50% stake in Crown Imports and
perpetual rights to Grupo Modelo's brands in the U.S., is expected to close on
June 7, 2013.

Transaction Website: www.globalbeerleader.com.

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
market.

Disclaimer
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 U.S. 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.



Anheuser-Busch InBev Contacts:
Media                                     Investors
Marianne Amssoms                          Graham Staley

Tel: +1-212-573-9281                      Tel: +1-212-573-4365

E-mail: marianne.amssoms@ab-inbev.com  E-mail: graham.staley@ab-inbev.com
Karen Couck                               Thelke Gerdes

Tel: +32-16-27-69-65                      Tel: +32-16-27-68-88

E-mail: karen.couck@ab-inbev.com          E-mail: thelke.gerdes@ab-inbev.com
Laura Vallis

Tel: +1-212-573-9283

E-mail: laura.vallis@ab-inbev.com
Steve Lipin / Stan Neve, Brunswick Group
Tel: +1-212-333-3810



About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in
Leuven, Belgium, with American Depositary Receipts on the New York Stock
Exchange (NYSE: BUD). It is the leading global brewer, one of the world's top
five consumer products companies and recognized as first in the beverage
industry on FORTUNE Magazine's "World's Most Admired" companies list. 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®, Corona®, 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®. Anheuser-Busch
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, Anheuser Busch InBev leverages the collective strengths of
its approximately 150,000 employees based in 24 countries worldwide. In 2012,
AB InBev realized 39.8 billion USD revenue. The company strives to be the Best
Beer Company in a Better World. For more information, please visit:
www.ab-inbev.com.



SOURCE Anheuser-Busch InBev

Website: http://www.ab-inbev.com
 
Press spacebar to pause and continue. Press esc to stop.