|Combination focused on global flagship brands Stella Artois(R), Beck's(R) and Brahma reshapes industry Existing majority shareholder groups will share equal board seats on board of InterbrewAmBev and equal voting arrangements in a combined core shareholding structure Fundacao Antonio e Helena Zerrenner retains its shares, rights and long-term commitment in AmBev|
Companhia de Bebidas das Americas (AmBev) (NYSE:ABV) (NYSE:ABVc) (Bovespa:AMBV4) (Bovespa:AMBV3) and Interbrew (EURONEXT:INTB) today have agreed to a combination establishing InterbrewAmBev, the world's largest brewer with an unparalleled global platform that captures leadership positions in many of the world's most attractive markets. InterbrewAmBev will, on a 2003 pro forma basis, have a global market share of approximately 14%, combined revenue of EUR 9.5 billion (US$11.9 billion) and EBITDA of EUR 2.4 billion (US$3.0 billion). This platform, together with the combined group's enhanced financial strength, will enable InterbrewAmBev to leverage three global flagship brands Stella Artois, Beck's, and Brahma, while further strengthening specialty and local brands.
The groundbreaking transaction brings together Interbrew, the world's third largest brewer with sales in over 140 countries, and AmBev, the world's fifth largest brewer with approximately 65% of the Brazilian market and leadership positions throughout Latin America. AmBev is one of the best-managed, most profitable brewers in the world with industry leading margins and a return on equity of over 30%. AmBev is also a leading soft drinks bottler in the region. Interbrew has been delivering industry-best compounded EPS growth of 24.6% over the last ten years through an outstanding record of developing new positions and building leadership brands in key markets worldwide.
The formation of InterbrewAmBev will establish a top-tier performer in the global brewing industry, with the potential for the highest organic EBITDA growth of any major brewer. Interbrew and AmBev have estimated that the combined group can generate EUR 280 million (US$350 million) of annual synergies through a combination of technical, procurement, and other general and administrative cost savings, and commercial synergies including cross-licensing of existing brands. The transaction is expected to be earnings accretive to Interbrew shareholders as of 2006, post synergies and pre goodwill. For AmBev, the transaction is accretive in the first full year of combined operations.
InterbrewAmBev is poised to deliver industry-leading growth based on its key strengths. Upon completion of the combination, it will:
-- Sell 215 million hectoliters (hL) in total volume, of which beer is 190 million hL and soft drinks is 25 million hL on a pro forma 2003 basis.
-- Combine Interbrew's strength in Europe, Asia and North America with AmBev's unrivalled position in Latin America.
-- Rank number one or number two in more than 20 beer markets.
-- Enjoy a balanced mix of businesses in high growth and developed markets.
-- Have the financial strength to extend its lead in the evolution of the global beer industry.
"Joining with AmBev, Latin America's leading brewer, and its world-class management team, is great news for our consumers, employees, distributors and shareholders. The combination preserves the best of both companies, while enhancing our profitability and prospects," said John Brock, Chief Executive Officer of Interbrew. "For Interbrew, it also represents an opportunity to enter some of the fastest growing beer markets in the world."
"This agreement offers AmBev a unique opportunity to combine with Interbrew and establish a truly global powerhouse, with strong positions in the world's best markets," said Marcel Herrmann Telles, Co-Chairman of AmBev. "A unified operation for the Americas, from Canada to Argentina, is a very exciting prospect. More broadly, we can now achieve our long-term goal of opening the world's largest markets for AmBev's brands."
Victorio Carlos de Marchi, President of Fundacao Antonio e Helena Zerrenner and AmBev Co-Chairman, said, "This is a groundbreaking combination that will strengthen the future of AmBev as the premier consolidator in the brewing sector in the Americas. This will benefit Brazil, as well as our customers, employees, and shareholders. It will secure the growth of AmBev's brands throughout the Americas and beyond."
Summary of the Agreement:
AmBev ordinary shares are currently held by three groups of stockholders: Braco S.A., a Brazilian holding company for the current interests of a group of AmBev's controlling shareholders; Fundacao Antonio e Helena Zerrenner, a Brazilian foundation that primarily provides health benefits to AmBev employees and their dependents, and the outstanding public shareholders of AmBev. Interbrew is majority-owned by Stichting Interbrew, a Dutch foundation that represents the company's founding families.
-- Interbrew will issue 141.7 million new Interbrew shares to the controlling shareholders of Braco S.A. in exchange for 100% of Braco. Braco S.A. and its 98.64% owned subsidiary ECAP together own 8.25 billion AmBev ordinary shares, representing a 52.8% voting interest in AmBev. Excluding the interest of the ECAP minorities, Interbrew will hold a 21.8% economic interest in AmBev as a result of this part of the transaction.
-- AmBev will issue 9.5 billion AmBev ordinary shares and 13.8 billion preferred shares to Interbrew and assume debt of US$1.5 billion (including promissory notes of US$506 million) in exchange for Interbrew's wholly owned Canadian subsidiary Labatt, including its 30% interest in Femsa Cerveza SA de CV and its 70% interest in Labatt USA. Labatt will be merged into AmBev.
-- In accordance with Brazilian corporate law, following closing, InterbrewAmBev will commence a Mandatory Tender Offer (MTO) for all remaining outstanding AmBev ordinary shares owned by the public.
-- Fundacao Antonio e Helena Zerrenner will retain its shares in AmBev and has renewed and extended until 2019 its shareholders agreement with Braco S.A.
-- Both companies will retain their separate exchange listings.
-- The transaction, which is subject to customary regulatory conditions and shareholder approval, has been unanimously recommended by the boards of both Interbrew and AmBev. It is expected to be completed by the second half of 2004.
Management Structure and Board Composition
As evidenced by Interbrew's and AmBev's strong 2003 earnings announced today, both companies have strong management teams with highly complementary skills, giving the combined companies world-class competencies in consistently generating above-industry growth, in margin expansion through operating efficiencies and best-in-class cost management, in building international power brands, in creating highly efficient sales and distribution systems, and in effective and rapid integration of new businesses around the globe.
Pierre Jean Everaert will be appointed Chairman of InterbrewAmBev at the time of closing, and John Brock will be appointed Chief Executive Officer. InterbrewAmBev's board will be composed of four members appointed by the members of the existing Stichting Interbrew, four members appointed by the current Braco shareholders, and six independent directors.
The parties have formed a Convergence Committee to facilitate and oversee certain aspects of planning for, and post-closing implementation of, the transition of the parties' businesses and realization of the expected benefits of the transaction, to the extent consistent with applicable law. Among other things, the Committee will be responsible for the formation of a unified culture, the dissemination of best practices, designation of key appointments, establishment of an appropriate compensation scheme and the capture of synergies, all to take effect following the closing of the transaction. The Committee will be comprised of Marcel Herrmann Telles, Peter Harf, a non-executive director of Interbrew, and John Brock and will be chaired by Marcel Herrmann Telles.
The headquarters for InterbrewAmBev will be in Leuven, Belgium, and the headquarters for AmBev will be in Sao Paulo, Brazil. AmBev will have two Co-CEOs, one for North America and one for Latin America, both reporting to the AmBev Board based in Brazil. They will also be members of the InterbrewAmBev Executive Board of Management led by John Brock.
Operating with one unified vision, each unit will maintain its focus, while at the same time sharing best practices, capturing synergies and avoiding any duplication of resources where possible.
The combined enterprise expects to have market-leading growth in revenue and EBITDA. In 2003, the two companies would have had pro forma combined revenue of EUR 9.5 billion (US$11.9 billion), and pro forma combined EBITDA of EUR 2.4 billion (US$3.0 billion).
Interbrew and AmBev have estimated that the combined group can generate EUR 280 million (US$350 million) of annual synergies, including pre-tax cost savings of EUR 140 million (US$175 million) per annum by 2007 through a combination of technical, procurement, and other general and administrative cost savings, and commercial synergies of EUR 140 million (US$175 million) per annum (pre-tax by 2007), including more than 3 million hectoliters in sales from cross-licensing arrangements.
This structure creates strong combined financials with low pro forma leverage (as of 31 December, 2003) of 1.4x net debt to EBITDA and a balanced profile of hard currency and emerging markets cash flows. Management is committed to maintain this sound financial structure going forward.
Interbrew and AmBev believe that the transaction announced today places the combined company at the forefront of the industry, better positioned than any of its global competitors to take advantage of any and all future developments in the sector.
US$ figures are translated to Euros at a rate of EUR 1 = US$1.25 unless otherwise stated.
Full Press Release is available for download directly at the address: http://www.mzconsult.com.br/ambev/RelevantNoteABV-INTB_eng.pdf