Anheuser-Busch InBev SA/NV 6-K, filed Nov 16, 2022
Anheuser-Busch InBev SA/NV (BUD)
About this 6-K
Anheuser-Busch InBev SA/NV filed this 6-K on November 16, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2022
Commission File No.: 001-37911
Anheuser-Busch InBev SA/NV
(Translation of registrant’s name into English)
Brouwerijplein 1
3000 Leuven, Belgium
(Address of principal executive offices )
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-254516) AND EACH OF THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-250930), FORM S-8 (FILE NO. 333-237367), FORM S-8 (FILE NO. 333-231556), FORM S-8 (FILE NO. 333-227335), FORM S-8 (FILE NO. 333-172069), FORM S-8 (FILE NO. 333-171231), FORM S-8 (FILE NO. 333-169272), FORM S-8 (FILE NO. 333-165566), FORM S-8 (FILE NO. 333-165065), FORM S-8 (FILE NO. 333-178664), FORM S-8 (FILE NO. 333-188517), FORM S-8 (FILE NO. 333-192806), FORM S-8 (FILE NO. 333-201386), FORM S-8 (FILE NO. 333-208634) AND FORM S-8 (FILE NO. 333-221808) OF ANHEUSER-BUSCH INBEV SA/NV AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release issued 16 November 2022 regarding the launch of debt tender offers. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ANHEUSER-BUSCH INBEV SA/NV (Registrant) | ||||||
| Dated: November 16, 2022 | By: | /s/ Jan Vandermeersch | ||||
| Name: Jan Vandermeersch | ||||||
| Title: Global Legal Director Corporate | ||||||
Exhibit 99.1
| ||
Brussels – 16 November 2022 – 8:00 CET
Anheuser-Busch InBev Launches Cash Tender Offers for up to USD 3.5 Billion Aggregate Purchase Price of Twelve Series of USD Notes and Two Series of GBP Notes
16 November 2022 – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL: ANB) (JSE: ANH) today announced the commencement of offers to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase price (excluding accrued and unpaid interest) of US$3.5 billion (such amount, as the same may be increased or decreased, the “Offer Cap”) of (i) two series of GBP notes issued by AB InBev (collectively, the “GBP Notes”) and (ii) seven series of USD notes issued by its wholly-owned subsidiary Anheuser-Busch InBev Worldwide Inc. (“ABIWW” or a “Company”), three series of USD notes issued by its wholly-owned subsidiary Anheuser-Busch InBev Finance Inc. (“ABIFI” or a “Company”) and two series of USD notes issued by its wholly-owned subsidiaries ABIWW and Anheuser-Busch Companies, LLC (“ABC” or a “Company”, and together with AB InBev, ABIWW and ABIFI, the “Companies”) (collectively, the “USD Notes”, and together with the GBP Notes, the “Notes”), as described in the table set forth under “Tender Offers” below (the “Tender Offers”).
The Tender Offers are being made upon the terms and subject to the conditions set forth in the offer to purchase dated 16 November 2022 (the “Offer to Purchase”). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase. Copies of the Offer to Purchase are available to holders through the information agent, Global Bondholder Services Corporation, at their website https://gbsc-usa.com/registration/abi or by calling +1 (855) 654-2014 (toll free) or +1 212-430-3774 (for banks and brokers).
Upon the terms and subject to the conditions set forth in the Offer to Purchase, each of AB InBev, ABIFI, ABIWW and ABC is offering to purchase, up to the Offer Cap, the Notes issued by it set forth in the table below, subject to the Acceptance Priority Levels (as defined below). Notes purchased in the Tender Offers will be retired and cancelled.
| ab-inbev.com | Press release –16 November 2022– 1 |
Notes Listed Below Up to the Offer Cap(a)
| Title of Notes(e) |
ISIN / (if applicable) CUSIP |
Outstanding Principal Amount |
Maturity Date |
Issuer and Offeror |
Acceptance Priority Level(b) |
Reference Security |
Fixed Spread (basis points)(c) |
Early Tender Payment (per $1,000 or £1,000, as applicable)(d) |
Bloomberg Reference Page |
|||||||||||||||||||||||||||
| 2.850% Notes due 2037 |
BE6295395956 | £ | 900,000,000 | |
May 25, 2037 |
|
|
AB InBev |
|
1 | |
UKT 1.750% due September 7, 2037 |
|
100 | £ | 30 | PXUK | |||||||||||||||||||
| 3.750% Notes due 2042 |
|
US03523TBQ04/ 03523TBQ0 |
|
$ | 1,000,000,000 | |
July 15, 2042 |
|
ABIWW | 2 | |
UST 3.375% due August 15, 2042 |
|
108 | $ | 30 | PX1 | |||||||||||||||||||
| 4.000% Notes due 2043 |
|
US035242AB27/ 035242AB2 |
|
$ | 750,000,000 | |
January 17, 2043 |
|
ABIFI | 3 | |
UST 3.375% due August 15, 2042 |
|
112 | $ | 30 | PX1 | |||||||||||||||||||
| 4.600% Notes due 2060 |
|
US035240AU42/ 035240AU4 |
|
$ | 1,000,000,000 | |
June 1, 2060 |
|
ABIWW | 4 | |
UST 3.000% due August 15, 2052 |
|
132 | $ | 30 | PX1 | |||||||||||||||||||
| 2.250% Notes due 2029 |
BE6295393936 | £ | 700,000,000 | |
May 24, 2029 |
|
|
AB InBev |
|
5 | |
UKT 0.500% due January 31, 2029 |
|
105 | £ | 30 | PXUK | |||||||||||||||||||
| 4.500% Notes due 2050 |
|
US035240AT78/ 035240AT7 |
|
$ | 2,250,000,000 | |
June 1, 2050 |
|
ABIWW | 6 | |
UST 3.000% due August 15, 2052 |
|
128 | $ | 30 | PX1 | |||||||||||||||||||
| 4.750% Notes due 2058 |
|
US035240AP56/ 035240AP5 |
|
$ | 1,500,000,000 | |
April 15, 2058 |
|
ABIWW | 7 | |
UST 3.000% due August 15, 2052 |
|
142 | $ | 30 | PX1 | |||||||||||||||||||
| 4.600% Notes due 2048 |
|
US035240AN09/ 035240AN0 |
|
$ | 2,500,000,000 | |
April 15, 2048 |
|
ABIWW | 8 | |
UST 3.000% due August 15, 2052 |
|
130 | $ | 30 | PX1 | |||||||||||||||||||
| 4.350% Notes due 2040 |
|
US035240AS95/ 035240AS9 |
|
$ | 1,000,000,000 | |
June 1, 2040 |
|
ABIWW | 9 | |
UST 3.375% due August 15, 2042 |
|
105 | $ | 30 | PX1 | |||||||||||||||||||
| 4.625% Notes due 2044 |
|
US03524BAF31/ 03524BAF3 |
|
$ | 850,000,000 | |
February 1, 2044 |
|
ABIFI | 10 | |
UST 3.375% due August 15, 2042 |
|
120 | $ | 30 | PX1 | |||||||||||||||||||
| 4.375% Notes due 2038 |
|
US035240AM26/ 035240AM2 |
|
$ | 1,500,000,000 | |
April 15, 2038 |
|
ABIWW | 11 | |
UST 3.375% due August 15, 2042 |
|
108 | $ | 30 | PX1 | |||||||||||||||||||
| 4.900% Notes due 2046 |
|
US03522AAJ97/ 03522AAJ9 144A: Reg S: |
|
$ | 9,542,514,000(f) | |
February 1, 2046 |
|
|
ABIWW and ABC |
|
12 | |
UST 3.000% due August 15, 2052 |
|
148 | $ | 30 | PX1 | |||||||||||||||||
| 4.900% Notes due 2046 |
|
US035242AN64/ 035242AN6 |
|
$ | 1,457,486,000 | |
February 1, 2046 |
|
ABIFI | 13 | |
UST 3.000% due August 15, 2052 |
|
148 | $ | 30 | PX1 | |||||||||||||||||||
| ab-inbev.com | Press release –16 November 2022 – 2 |
(a) The offers with respect to the Notes are subject to an Offer Cap equal to an aggregate purchase price (excluding accrued interest) of up to $3,500,000,000, subject to the terms and conditions described in the Offer to Purchase.
(b) We will accept Notes in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with “1” being the highest Acceptance Priority Level and “13” being the lowest Acceptance Priority Level), subject to the terms and conditions described in the Offer to Purchase.
(c) The applicable Fixed Spread will be used to calculate the applicable Total Consideration (as defined below) payable for each series of Notes, which already includes the Early Tender Payment. The Total Consideration payable pursuant to the Tender Offers will be calculated and determined as set forth in the Offer to Purchase.
(d) Payable in cash per each $1,000 or £1,000 principal amount, as applicable, of the specified series of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase.
(e) The GBP Notes are fully and unconditionally guaranteed by ABC, ABIFI, ABIWW, Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the “Guarantors”). The USD Notes are fully and unconditionally guaranteed by AB InBev and certain of its direct and indirect subsidiaries.
(f) The $9,542,514,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC consists of (i) $9,518,964,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABWW and ABC (US03522AAJ97/ 03522AAJ9) and (ii) $23,550,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC (144A: US03522AAF75/ 03522AAF7 & Reg S: USU00323AF97/ U00323AF9).
The Tender Offers for the Notes will expire at 11:59 p.m., New York City time, on 14 December 2022 (the “Expiration Time”), or, in each case, any other date and time to which the Companies extend the applicable Tender Offer. Holders must validly tender their Notes prior to or at 5:00 p.m., New York City time, on 30 November 2022 (such date and time, as it may be extended with respect to a series of Notes, the “Early Tender Time”), to be eligible to
| ab-inbev.com | Press release –16 November 2022 – 3 |
receive the applicable Total Consideration (as defined below) which includes an amount in cash (the “Early Tender Payment”) equal to the applicable amount set forth in the table above under the heading “Early Tender Payment,” plus accrued interest. If Holders validly tender their Notes after the Early Tender Time but prior to or at the applicable Expiration Time, Holders will only be eligible to receive the applicable Tender Offer Consideration plus accrued interest.
Notes tendered may be withdrawn prior to or at, but not after, 5:00 p.m. New York City time, on 30 November 2022 (such date and time, as it may be extended with respect to a series of Notes, the “Withdrawal Deadline”). The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase.
The Companies will only accept for purchase Notes up to an aggregate purchase price (excluding accrued interest) that will not exceed the Offer Cap. Subject to applicable law, the Companies reserve the right, but are under no obligation, to increase or decrease the Offer Cap in respect of the Tender Offers at any time (without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders), which could result in the Companies purchasing a greater aggregate principal amount of Notes in the Tender Offers. As more fully described in the Offer to Purchase, if the amount of Notes validly tendered prior to the Early Tender Time exceeds the Offer Cap, the Offerors intend (but are not obligated to) to increase the Offer Cap by some or all of the amount of such excess, provided it will not be increased by more than $500,000,000 to a maximum amount of $4,000,000,000.
The purchase of any series of Notes is not conditioned upon the purchase of any other series of Notes. Any Notes validly tendered and not validly withdrawn in the Tender Offers and accepted for purchase will be purchased by the Companies based on the Offer Cap and the acceptance priority levels noted above (the “Acceptance Priority Levels”), each as more fully described in the Offer to Purchase. If the purchase of all validly tendered Notes would result in an aggregate purchase price greater than the Offer Cap, then the Tender Offers will be oversubscribed and if the Companies accept Notes in the Tender Offers, any Notes accepted for purchase in the lowest Acceptance Priority Level in which Notes are accepted for purchase will be accepted for tender on a prorated basis. For the avoidance of doubt, Notes tendered prior to or at the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Levels. If the Offer Cap is reached at the Early Tender Time, then no Notes tendered after the Early Tender Time will be purchased, unless the Companies increase the Offer Cap.
Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase will receive the applicable “Total Consideration”, which includes the Early Tender Payment for the applicable series of Notes set forth in the table above.
Holders of any Notes that are validly tendered after the Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will receive the applicable Total Consideration minus the Early Tender Payment. Total Consideration minus the Early Tender Payment is referred to as the “Tender Offer Consideration”.
| ab-inbev.com | Press release –16 November 2022 – 4 |
Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in the Tender Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by the clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
Holders holding GBP Notes directly in the NBB-SSS or through a direct participant of the NBB-SSS (other than Euroclear or Clearstream, Luxembourg) must, in order to be eligible to participate in the GBP Tender Offers in the manner specified in the Offer to Purchase, (i) arrange for the GBP Notes which they wish to tender to be transferred to an account in either Euroclear or Clearstream, Luxembourg, and (ii) maintain, or where relevant, procure, access to an account in either Euroclear or Clearstream, Luxembourg through which such GBP Notes can be traded, and to which the Total Consideration or the Tender Offer Consideration (as applicable) and the applicable accrued interest payment may be credited by AB InBev.
Holders of GBP Notes who do not have access to an account, as described above, in either Euroclear or Clearstream, Luxembourg (either directly or through a direct participant or other intermediary), or who do not transfer the GBP Notes which they wish to tender to a direct participant in either clearing system, will not be able to submit a GBP Tender Instruction (as defined in the Offer to Purchase) to the Tender and Information Agent and will not be eligible to participate in the Tender Offers in the manner specified in the Offer to Purchase.
Any Holder of GBP Notes who (i) holds its GBP Notes directly, or through a direct participant of the NBB-SSS, in an “N account” within the NBB-SSS, (ii) is not eligible, in accordance with Article 4 of the Belgian Royal Decree of 26 May 1994, to hold its Notes (directly or indirectly) in an “X account” within the NBB-SSS, and who is therefore unable to transfer the relevant Notes to an account in either Euroclear or Clearstream, Luxembourg and (iii) who is eligible to view the Offer to Purchase and make an investment decision with respect to the Tender Offers, may contact the Tender and Information Agent for further information, using the contact details set out below.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
| ab-inbev.com | Press release –16 November 2022 – 5 |
The Dealer Managers for the Tender Offers are:
Lead Dealer Managers
| Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Attention: Liability Management Group Telephone: + 44 20 3134 8515 Email: eu.lm@barclays.com |
Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 United States of America
Attention: Liability Management Group Collect: (212) 528-7581 Toll Free: (800) 438-3242 Email: us.lm@barclays.com |
BNP Paribas Securities Corp. 787 Seventh Avenue New York, NY 10019 United States of America
Attention: Liability Management Group Collect: (212) 841-3059 Toll-Free: (888) 210-4358 Email: dl.us.liability.management @us.bnpparibas.com |
BofA Securities, Inc. 620 S Tryon Street, 20th Floor Charlotte North Carolina 28255 United States of America
Attention: Liability Management Group Collect: (980) 387-3907 Toll-Free: (888) 292-0070 Email: debt_advisory@bofa.com
In Europe: Telephone: +33 1 877 01057 Email: DG.LM-EMEA@bofa.com | |||
| Deutsche Bank Securities Attn: Liability Management Group 1 Columbus Circle New York, NY 10019 Toll free: (866) 627-0391 Collect: (212) 250-2955 |
Deutsche Bank Aktiengesellschaft Mainzer Landstraße 11-17 60329 Frankfurt am Main Germany Tel: +44 20 7545 8011 |
J.P. Morgan SE Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany
Attn: Liability Management Group Collect: +44 20 7134 2468 Email: Liability_management_EMEA @jpmorgan.com |
J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 United States of America
Attn: Liability Management Group Collect: (212) 834-8553 Toll-Free: (866) 834-4666 | |||
| ab-inbev.com | Press release –16 November 2022 – 6 |
Co-Dealer Managers
| Citigroup Global Markets Inc. 388 Greenwich Street, Trading 4th Floor New York, New York 10013 United States of America
Attention: Liability Management Group Collect: +1 (212) 723-6106 Toll-Free: +1 (800) 558-3745 Email: ny.liabilitymanagement@citi.com |
Santander Investment Securities Inc. 437 Madison Avenue 7th Floor New York, NY 10022 United States of America
Attention: Liability Management Fax: 212-407-0930 Toll: 212-940-1442 Toll-Free: 855-404-3636 |
Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, NC 28202 United States of America
Attention: Liability Management Group Collect: +1 (704) 410-4759 Toll-Free: +1 (866) 309-6316 Europe: +33 (0)1 85 14 06 61 Email: liabilitymanagement@wellsfargo.com |
The Tender and Information Agent for the Tender Offers is:
Global Bondholders Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (855) 654-2014
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
Non-U.S. Distribution Restrictions
Italy. None of the Tender Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to applicable Italian laws and regulations. The Tender Offers are being carried out in the Republic of Italy (“Italy”) as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services
| ab-inbev.com | Press release –16 November 2022 – 7 |
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Notes that are resident or located in Italy can tender their Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer to Purchase.
United Kingdom. The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made by and such documents and/or materials have not been approved by an “authorised person” for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within the definition contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (3) those persons who are existing members or creditors of the Companies or other persons falling within Article 43(2) of the Order; or (4) any other persons to whom such documents and/or materials may lawfully be communicated in accordance with the Order (all such persons together being referred to as “relevant persons”). This announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
France. The Tender Offers are not being made, directly or indirectly, in the Republic of France (other than to qualified investors as described below). This announcement, the Offer to Purchase and any other document or material relating to the Tender Offers have only been, and shall only be, distributed in the Republic of France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offers have been or will be submitted for clearance to the Autorité des marchés financiers.
Belgium. None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offers have been, or will be, submitted or notified to, or approved or recognized by, the Belgian Financial Services and Markets Authority (“Autorité des services et marchés financiers”/“Autoriteit voor Financiële Diensten en Markten”). The Tender Offers are not being made in Belgium by way of a public offering within the meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids (“loi
| ab-inbev.com | Press release –16 November 2022 – 8 |
relative aux offres publiques d’acquisition”/ “wet op de openbare overnamebiedingen”), as amended or replaced from time to time. Accordingly, the Tender Offers may not be, and are not being, advertised and the Tender Offers will not be extended and this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers (including any memorandum, information circular, brochure or any similar documents) may not, have not, and will not, be distributed or made available, directly or indirectly, to any person in Belgium other than to “qualified investors” (“investisseur qualifié”/“gekwalificeerde belegger”) within the meaning of Article 2(e) of the Prospectus Regulation acting on their own account. Insofar as Belgium is concerned, the Tender Offers are made only to qualified investors, as this term is defined above. Accordingly, the information contained in this announcement, the Offer to Purchase or in any other documents or materials relating to the Tender Offers may not be used for any other purpose or disclosed or distributed to any other person in Belgium.
Legal Notices
This announcement is for informational purposes only and is not an offer to sell or purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. There will there be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This announcement does not describe all the material terms of the Tender Offers and no decision should be made by any Holder on the basis of this announcement. The terms and conditions of the Tender Offers are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offers. If any Holder is in any doubt as to the contents of this announcement, or the Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offers.
None of the Companies, the Dealer Managers or their affiliates, their respective boards of directors, the Tender and Information Agent, the trustee with respect to the USD Notes or any of their respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, or refrain from doing so, pursuant to the Tender Offers. Each Holder should make its own decision as to whether to tender its Notes and if so, the principal amount of the Notes to tender.
| ab-inbev.com | Press release –16 November 2022 – 9 |
The Companies have not filed this announcement or the Offer to Purchase with, and they have not been reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Tender Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws. The distribution of the Offer to Purchase in certain jurisdictions is restricted by law. Persons into whose possession the Offer to Purchase comes are required by each of the Companies, the Dealer Managers, the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.
| ab-inbev.com | Press release –16 November 2022 – 10 |
Anheuser-Busch InBev Contacts
| Investors | Media | |
| Shaun Fullalove | Kate Laverge | |
| Tel: +1 212 573 9287 | Tel: +1 917 940 7421 | |
| E-mail: shaun.fullalove@ab-inbev.com | E-mail: kate.laverge@ab-inbev.com | |
| Maria Glukhova | Ana Zenatti | |
| Tel: +32 16 276 888 | Tel: +1 646 249 5440 | |
| E-mail: maria.glukhova@ab-inbev.com | E-mail: ana.zenatti@ab-inbev.com | |
| Cyrus Nentin | Fallon Buckelew | |
| Tel: +1 646 746 9673 | Tel: +1 310 592 6319 | |
| E-mail: cyrus.nentin@ab-inbev.com | E-mail: fallon.buckelew@ab-inbev.com | |
| Fixed Income Investors |
||
| Patrick Ryan |
||
| Tel: +1 646 746 9667 | ||
| E-mail: patrick.ryan@ab-inbev.com | ||
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock Exchange (NYSE: BUD). As a company, we dream big to create a future with more cheers. We are always looking to serve up new ways to meet life’s moments, move our industry forward and make a meaningful impact in the world. We are committed to building great brands that stand the test of time and to brewing the best beers using the finest ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®, Corona® and Stella Artois®; multi-country brands Beck’s®, Hoegaarden®, Leffe® and Michelob ULTRA®; and local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, and Skol®. Our brewing heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 169,000 colleagues based in nearly 50 countries worldwide. For 2021, AB InBev’s reported revenue was 54.3 billion USD (excluding JVs and associates).
| ab-inbev.com | Press release –16 November 2022 – 11 |
Forward-Looking Statements
This release contains “forward-looking statements”. These statements are based on the current expectations and views of future events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this release include statements other than historical facts and include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees” and words of similar import. All statements other than statements of historical facts are forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect the current views of the management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and are dependent on many factors, some of which are outside of AB InBev’s control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different, including, but not limited to, the effects of the COVID-19 pandemic and uncertainties about its impact and duration and the risks and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on 18 March 2022. Many of these risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and the ongoing conflict in Russia and Ukraine and any worsening of the global business and economic environment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere, including AB InBev’s most recent Form 20-F and other reports furnished on Form 6-K, and any other documents that AB InBev has made public. Any forward-looking statements made in this communication are qualified in their entirety by these cautionary statements and there can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, AB InBev or its business or operations. Except as required by law, AB InBev undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| ab-inbev.com | Press release –16 November 2022 –12 |