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InBev and Anheuser-Busch Agree to Combine, Creating the Global Leader in Beer with Budweiser as its Flagship Brand

Combination Will Create One of the World's Five Largest Consumer Products Companies Company to be Named Anheuser-Busch InBev; Budweiser to Expand Globally Transaction Will Yield Cost Synergies of at Least $1.5 Billion Annually by 2011; Neutral to EPS in 2009 and Accretive Beginning in 2010 St. Louis, Missouri will be North American Headquarters and Global Home of Flagship Budweiser Brand Fully Committed to Support Wholesalers and Three-Tier System All U.S. Breweries to Remain Open; Commitment to Communities of Combined Company Maintained

LEUVEN, Belgium and ST. LOUIS, July 14, 2008 /PRNewswire-FirstCall via COMTEX News Network/ -- InBev
(Euronext: INB) and Anheuser-Busch (NYSE: BUD) today announced an agreement to
combine the two companies, forming the world's leading global brewer.
Anheuser-Busch shareholders will receive $70 per share in cash, for an
aggregate equity value of $52 billion, in an industry-transforming
transaction. The combined company will be called Anheuser-Busch InBev. Both
companies' Boards of Directors have unanimously approved the transaction.
InBev has fully committed financing for the purchase of all of
Anheuser-Busch's outstanding shares.

The combination of Anheuser-Busch and InBev will create the global leader
in the beer industry and one of the world's top five consumer products
companies. On a pro-forma basis for 2007, the combined company would have
generated global volumes of 460 million hectoliters, revenues of $36.4 billion
(euro 26.6 billion) and EBITDA of $10.7 billion (euro 7.8 billion).
Anheuser-Busch and InBev together believe that this transaction is in the best
interests of both companies' shareholders, consumers, employees, wholesalers,
business partners and the communities they serve.

The company will make St. Louis, Missouri the headquarters for the North
American region and the global home of the flagship Budweiser brand. With
about 40% of the combined company's revenues to be generated in the U.S., the
company will draw on the collective expertise of Anheuser-Busch's dedicated
and experienced employees and its culture of quality. Given the limited
geographical overlap between the two businesses and the efficiency of
Anheuser-Busch's brewery footprint in the United States, all of
Anheuser-Busch's U.S. breweries will remain open.

InBev CEO Carlos Brito will be chief executive officer of the combined
company. The Board of Directors of the combined company will be comprised of
the existing directors of the InBev Board, Anheuser-Busch President and CEO
August Busch IV and one other current or former director from the
Anheuser-Busch Board. In addition, the combined company's management team will
draw from key members of both InBev's and Anheuser-Busch's current leadership.
Anheuser-Busch will become a wholly owned subsidiary of InBev upon the
completion of this transaction.

The expanded company will be geographically diversified, with leading
positions in the world's top five markets - China, U.S., Russia, Brazil and
Germany - and balanced exposure to developed and developing markets. A
combination of Anheuser-Busch and InBev will result in significant growth
opportunities from leveraging the companies' combined brand portfolio,
including the global flagship Budweiser brand and international market leaders
such as Stella Artois and Beck's, maximizing the combination's unparalleled
global distribution network and applying best practices across the new
organization. Budweiser and Bud Light are the largest selling beers in the
world, and the combined company will have an unmatched portfolio of imports,
local premiums and local core brands.

Carlos Brito, CEO of InBev, said, "We are very pleased to announce this
historic transaction today, bringing together two great companies that share a
rich history of brewing traditions. We are extremely excited about the
opportunities that this combination will create for consumers worldwide, as
well as our shareholders, employees, business partners and wholesalers.
Together, Anheuser-Busch and InBev will be able to accomplish much more than
each can on its own. We have been successful business partners for quite some
time, and this is the natural next step for us in an increasingly competitive
global environment. This combination will create a stronger, more competitive
global company with an unrivaled worldwide brand portfolio and distribution
network, with great potential for growth all over the world."

August Busch IV, Anheuser-Busch President and CEO, stated, "Today's
announcement brings new opportunities for Anheuser-Busch and its business,
brands and employees. This agreement provides additional and certain value for
Anheuser-Busch shareholders, while enhancing global market access for
Budweiser, one of America's true iconic brands. We will leverage our
collective strengths to create a truly diversified, global company to sustain
long-term growth and profitability. In the United States and Canada, both
InBev and Anheuser-Busch have seen significant benefits from our existing
relationship and we look forward to replicating this success in other parts of
the world."

Budweiser, together with Stella Artois and Beck's, will become the
combined company's leading global brands, leveraging InBev's expansive
international footprint. InBev has a history of successfully building brands
around the world, which will complement the unparalleled strength of
Anheuser-Busch's brand-building in the U.S. The two companies already have a
successful U.S. distribution partnership for InBev's European premium import
brands including Stella Artois, Beck's and Bass. Anheuser-Busch's world-class
sales and distribution system will continue to support the expansion of these
brands in the U.S. market.

Anheuser-Busch's partners fit very well with InBev's global franchise.
Anheuser-Busch has equity investments in two companies with strong brands in
two key markets: Mexico's Grupo Modelo, which owns Corona Extra, the number
five brand globally; and China's Tsingtao, the leading Chinese premium brewer.
In addition, Budweiser is a strong and growing national brand in China, and
the two companies' footprints in China are complementary. InBev's China
business in southeastern China will be enhanced by Anheuser-Busch's strength
in northeastern China.

The transaction creates significant profitability potential both in terms
of revenue enhancement and cost savings. The combination will yield cost
synergies of at least $1.5 billion annually by 2011 phased in equally over
three years. Given the highly complementary footprint of the two businesses,
such synergies will largely be driven by sharing best practices, economies of
scale and rationalization of overlapping corporate functions. InBev has a
strong track record of delivering synergies in past transactions and is
confident in its ability to achieve these synergies.

In addition, there are meaningful revenue opportunities through expansion
of Budweiser on a global scale: InBev is the number one brewer in 10 markets
where Budweiser has a very limited presence, and has a superior footprint in
nine markets where Budweiser is already present.

The transaction is expected to be neutral to normalized earnings per-share
in 2009 and accretive beginning in 2010, and return on invested capital will
exceed weighted average cost of capital during the second year after close.

The transaction is subject to the approval of InBev and Anheuser-Busch
shareholders, and other customary regulatory approvals. Shareholders of both
companies will have an opportunity to vote on the proposed combination at
special shareholder meetings that will be scheduled at a later date. InBev's
controlling shareholder has agreed to vote its shares of InBev in favor of the
combination. In light of the limited overlap between the InBev and
Anheuser-Busch businesses, the combination should not encounter any
significant regulatory issues, and is expected to be completed by the end of
2008.

InBev has received fully committed financing with signed credit facilities
from a group of leading financial institutions, including Banco Santander,
Bank of Tokyo-Mitsubishi, Barclays Capital, BNP Paribas, Deutsche Bank,
Fortis, ING Bank, JP Morgan, Mizuho Corporate Bank and Royal Bank of Scotland.
The transaction will be financed with $45 billion in debt, including a $7
billion bridge financing for divestitures of non-core assets from both
companies. In addition, InBev has received commitments for up to $9.8 billion
in equity bridge financing which will allow the company flexibility in
deciding upon the timing and form of equity financing for a period of up to
six months after closing. The combined company is expected to retain a strong
investment-grade credit profile, and rapid de-leveraging of the balance sheet
is expected through strong free cash flow generation.

InBev has retained Lazard as lead advisor, JPMorgan as co-lead advisor,
Deutsche Bank, and BNP Paribas as financial advisors, and Centerview Partners
as industry advisor. Legal advisors are Sullivan & Cromwell, Clifford Chance,
and Linklaters. Financial advisors to Anheuser-Busch are Goldman Sachs & Co.,
Citigroup Global Capital Markets Inc. and Moelis & Company and legal advisor
is Skadden, Arps, Slate, Meagher & Flom LLP. Simpson Thacher & Bartlett LLP
is legal advisor to the Anheuser-Busch Board.

New Video Interview with Carlos Brito

An interview with Carlos Brito in video/audio can be viewed at:
www.globalbeerleader.com and www.cantos.com.

Download Instructions for Broadcast Media

Broadcast media will be able to download the interview at:
http://w3.cantos.com/08/inbev-download-3/

Investor and Analyst Call Details

There will be a webcast for the investment community on Monday, July 14,
at 8:00 a.m. EDT / 2:00 p.m. CET. Webcast log-in is available on
www.inbev.com and www.anheuser-busch.com. A replay of the webcast will be
also be archived on both websites.

Press Call Details

On Monday, July 14, at 9:30 a.m. EDT / 3:30 p.m. CET, InBev and
Anheuser-Busch will hold a conference call for members of the press. The call
can be accessed by dialing 1-800-377-9997 in the U.S. and +1-973-582-2733 from
international locations and referencing conference code 56065686.

Dutch and French versions of this press release will be posted on
www.InBev.com.

About InBev

InBev is a publicly traded company (Euronext: INB) based in Leuven,
Belgium. The company's origins date back to 1366, and today, it is the leading
global brewer. As a true consumer-centric, sales driven company, InBev manages
a carefully segmented portfolio of more than 200 brands. This includes true
beer icons with global reach like Stella Artois(R) and Beck's(R), fast growing
multicountry brands like Leffe(R) and Hoegaarden(R), and many consumer loved
"local champions" like Skol(R), Quilmes(R), Sibirskaya Korona(R),
Chernigivske(R), Sedrin(R), Cass(R) and Jupiler(R). InBev employs close to 89
000 people, running operations in over 30 countries across the Americas,
Europe and Asia Pacific. In 2007, InBev realized 14.4 billion euro of revenue.
For further information visit www.InBev.com.

About Anheuser-Busch

Based in St. Louis, Anheuser-Busch is the leading American brewer, holding
a 48.5 percent share of U.S. beer sales. The company brews the world's
largest-selling beers, Budweiser and Bud Light. Anheuser-Busch also owns a 50
percent share in Grupo Modelo, Mexico's leading brewer, and a 27 percent share
in China brewer Tsingtao, whose namesake beer brand is the country's
best-selling premium beer. Anheuser-Busch ranked No. 1 among beverage
companies in FORTUNE Magazine's Most Admired U.S. and Global Companies lists
in 2008. Anheuser-Busch is one of the largest theme park operators in the
United States, is a major manufacturer of aluminum cans and one of the world's
largest recyclers of aluminum cans. For more information, visit
www.anheuser-busch.com.

    InBev Contacts:
    Marianne Amssoms
    Vice President Global External Communications
    Tel: +32-16-27-67-11
    E-mail: marianne.amssoms@inbev.com

    Philip Ludwig
    Vice President Investor Relations
    Tel: +32-16-27-62-43
    E-mail: philip.ludwig@inbev.com

    Steven Lipin/Nina Devlin
    Brunswick Group
    +1-212-333-3810

    Rebecca Shelley/Laura Cummings
    Brunswick Group
    +44-20-7404-5959

    Anheuser-Busch Contacts:
    Terri Vogt
    Vice President Communications
    Tel: +1-314-577-7750
    E-mail: terri.vogt@anheuser-busch.com

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

Forward Looking Statements:

Certain statements contained in this report that are not statements of
historical fact constitute forward-looking statements, notwithstanding that
such statements are not specifically identified. In addition, certain
statements may be contained in the future filings of InBev and Anheuser-Busch
with the Securities and Exchange Commission ("SEC"), in press releases, and in
oral and written statements made by or with the approval of InBev that are not
statements of historical fact and constitute forward-looking statements.
Examples of forward-looking statements include, but are not limited to: (i)
statements about the benefits of the merger between InBev and Anheuser-Busch,
including future financial and operating results, synergies, cost savings,
enhanced revenues and accretion to reported earnings that may be realized from
the merger; (ii) statements about the timing of the merger between InBev and
Anheuser-Busch; (iii) statements of strategic objectives, business prospects,
future financial condition, budgets, projected levels of production, projected
costs and projected levels of revenues and profits of InBev or Anheuser-Busch
or their managements or boards of directors; (iv) statements of future
economic performance; and (v) statements of assumptions underlying such
statements.

Forward-looking statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions which are difficult to
predict and outside of the control of the management of InBev and
Anheuser-Busch. Therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such forward-looking statements. You
should not place undue reliance on these forward-looking statements. Factors
that could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to: (i) the risk that
the businesses of InBev and Anheuser-Busch will not be integrated successfully
or such integration may be more difficult, time-consuming or costly than
expected; (ii) expected revenue synergies and cost savings from the merger may
not be fully realized or realized within the expected time frame; (iii)
revenues following the merger may be lower than expected; (iv) operating
costs, customer loss and business disruption following the merger, including,
without limitation, difficulties in maintaining relationships with employees,
may be greater than expected; (v) the ability to obtain governmental or
regulatory approvals of the merger on the proposed terms and schedule; (vi)
the failure of shareholders of InBev or Anheuser-Busch to approve the merger;
(vii) local, regional, national and international economic conditions and the
impact they may have on InBev and Anheuser-Busch and their customers and
InBev's and Anheuser-Busch's assessment of that impact; (viii) increasing
price and product competition by competitors, including new entrants; (ix)
rapid technological developments and changes; (x) InBev's ability to continue
to introduce competitive new products and services on a timely, cost-effective
basis; (xi) containing costs and expenses; (xii) governmental and public
policy changes; (xiii) protection and validity of intellectual property
rights; (xiv) technological, implementation and cost/financial risks in large,
multi-year contracts; (xv) the outcome of pending and future litigation and
governmental proceedings; (xvi) continued availability of financing; (xvii)
financial resources in the amounts, at the times and on the terms required to
support future businesses of the combined company; and (xviii) material
differences in the actual financial results of merger and acquisition
activities compared with expectations of InBev, including the full realization
of anticipated cost savings and revenue enhancements. All subsequent written
and oral forward-looking statements concerning the proposed transaction or
other matters and attributable to InBev or Anheuser-Busch or any person acting
on their behalf are expressly qualified in their entirety by the cautionary
statements referenced above. Forward-looking statements speak only as of the
date on which such statements are made. InBev and Anheuser-Busch undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made, or to reflect
the occurrence of unanticipated events.

IMPORTANT INFORMATION

This communication may be deemed to be solicitation material in respect of
the proposed acquisition of Anheuser-Busch by InBev. In connection with the
proposed acquisition, InBev and Anheuser-Busch intend to file relevant
materials with the SEC, including Anheuser-Busch's proxy statement on Schedule
14A.

INVESTORS OF ANHEUSER-BUSCH ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING ANHEUSER-BUSCH'S PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain the documents free
of charge through the website maintained by the SEC at www.sec.gov, and
Anheuser-Busch stockholders will receive information at an appropriate time on
how to obtain transaction-related documents for free from Anheuser-Busch.
Such documents are not currently available.

InBev and certain of its directors and executive officers and other
persons, and Anheuser-Busch and its directors and certain executive officers,
may be deemed to be participants in the solicitation of proxies from the
holders of Anheuser-Busch common stock in respect of the proposed transaction.
Information regarding InBev's directors and executive officers is available in
its Annual Report for the year ended December 31, 2007, available at
www.InBev.com/annualreport2007. Information about the directors and
executive officers of Anheuser-Busch and their respective interests in
Anheuser-Busch by security holdings or otherwise is set forth in its proxy
statement relating to the 2008 annual meeting of stockholders, which was filed
with the SEC on March 10, 2008. Investors may obtain additional information
regarding the interest of the participants by reading the proxy statement
regarding the acquisition when it becomes available.

SOURCE InBev; Anheuser-Busch


http://www.InBev.com

Copyright (C) 2008 PR Newswire. All rights reserved


 



 
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