Anheuser-Busch InBev and Grupo Modelo, S.A.B. de C.V. announce that they have entered into an agreement under which Anheuser-Busch InBev will acquire the remaining stake in Grupo Modelo that it does not already own for USD $9.15 per share in cash in a transaction valued at USD $20.1 billion. The combination will be completed through a series of steps that will simplify Grupo Modelo’s corporate structure, followed by an all-cash tender offer by AB (Anheuser-Busch) InBev for all outstanding Grupo Modelo shares. The tender price represents a premium of approximately 30% to the closing price of Grupo Modelo series C shares on June 22, 2012.
The agreement is a natural next step given AB InBev’s existing economic stake
of more than 50% in Grupo Modelo and the successful long-term partnership
between the two companies. The combined company would lead the global beer
industry with 2012 estimated revenues of USD $47 billion. Its operations would
span 24 countries with enhanced opportunities for 150,000 employees across the
“Grupo Modelo has been one of our most important partners for more than 20
years and we are very pleased to evolve our long and successful relationship
into this combination,” says Carlos Brito, chief executive officer of
Anheuser-Busch InBev. “There is tremendous opportunity from combining two
leading brand portfolios and further expanding Grupo Modelo’s brands worldwide
through AB InBev’s extensive global distribution network. Our admiration for
Grupo Modelo’s business and brands has only increased with time and we look
forward to joining our historic and world-class breweries. We also recognize
and appreciate the critical role that Grupo Modelo’s shareholders and management
have played in the company’s longstanding success within Mexico and
internationally and look forward to their continued contributions.”
“We have worked together with Anheuser-Busch InBev in a productive decades-long
partnership, and it is time to cement our relationship through this merger,”
says Carlos Fernández, chairman and chief executive officer of Grupo Modelo.
“Together we will be the leading global brewer with top brands around the world
and positions in some of the fastest growing countries. This is an exciting
transaction that will bring our brands and proud heritage to even more
consumers internationally while offering an increasing number of AB InBev’s
brands in Mexico. Grupo Modelo’s Board believes that this combination will deliver
significant benefits for all stakeholders.”
The combination would create a significant growth opportunity worldwide from
combining two leading brand portfolios and distribution networks. It would
bring together five of the top six and seven of the top ten most valuable beer
brands in the world, each with distinct brand imagery and consumer positioning.
The combined company would unite Grupo Modelo’s number one position in the
world’s fourth largest profit pool with AB InBev’s leading global position,
further increasing AB InBev’s exposure to fast-growing developing markets.
The combination would bring together significant industry expertise and
complementary geographic experience. Grupo Modelo has successfully imported and
distributed Budweiser and Bud Light in Mexico for more than twenty years and
has a strong track record as a leader in Mexico. The company has also developed
Corona into the leading import beer in 38 countries around the world and
successfully markets the brand in more than 180 countries.
Grupo Modelo’s name, identity, heritage and headquarters in Mexico City
will be maintained, and the company will continue to have a local board. Carlos
Fernández, María Asunción Aramburuzabala and Valentín Díez Morodo will continue
to play an important role on Grupo Modelo’s Board of Directors and AB InBev
will seek the board’s insights and expertise. Two Grupo Modelo board members
will join AB InBev’s Board of Directors, and they have committed, only upon
tender of their shares, to invest USD 1.5 billion of their proceeds from the
tender offer into shares of AB InBev to be delivered within five years via a
deferred share instrument.