DFAN14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
ANHEUSER-BUSCH COMPANIES, INC.
(Name of Registrant as Specified in Its Charter)
INBEV S.A.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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On August 18, 2008 InBev S.A. issued the following press release:
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.
InBev Receives DOJ Request For Additional Information
Regarding Proposed Combination With Anheuser-Busch
InBev (Euronext: INB) today announced that it has received a request for additional information,
commonly referred to as a Second Request, from the U.S. Department of Justice (DOJ) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to the previously
announced combination with Anheuser-Busch.
InBev intends to respond expeditiously to the Second Request and to work toward a prompt closing of
the transaction. In addition to the expiration of the waiting period under the HSR Act, completion
of the transaction remains subject to InBev and Anheuser-Busch shareholder approvals, regulatory
review in certain other jurisdictions and customary closing conditions.
This request for additional information from the DOJ is a normal and expected part of the
regulatory process. InBev remains confident that the transaction will receive regulatory approval
and continues to expect to close the transaction by the end of this year.
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 companys 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® and Becks®, fast growing
multicountry brands like Leffe® and Hoegaarden®, and many consumer loved local champions like
Skol®, Quilmes®, Sibirskaya Korona®,
Chernigivske®,
Sedrin®,
Cass®
and Jupiler®. 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
InBev Contacts:
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Marianne Amssoms
Vice President Global External Communications
Tel: + 32-16-27-67-11
E-mail: marianne.amssoms@inbev.com
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Fabio Spina
Vice President Investor Relations
Tel: + 32 16 27 62 43
E-mail: fabio.spina@inbev.com |
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Gwendoline Ornigg
Director Global External Communications
Tel: + 32 16 27 65 72
E-mail: gwendoline.ornigg@inbev.com |
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Steven Lipin/Nina Devlin
Brunswick Group
+1-212-333-3810
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Rebecca Shelley/Laura Cummings
Brunswick Group
+44 20 7404 5959 |
Forward Looking Statements:
Certain statements contained in this press release that are not statements of historical fact
constitute forward-looking statements, notwithstanding that such statements are not specifically
identified. Forward-looking statements are identified by words or phrases such as anticipates,
estimates, projects, believes, intends and similar words and phrases. 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. 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, 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; expected revenue, synergies and cost savings from the
merger may not be fully realized or realized within the expected timeframe and may be lower than
expected; operating costs, customer loss and business disruption following the merger, including,
without limitation, difficulties in maintaining relationships with employees, may be greater than
expected; the ability to obtain governmental or regulatory approvals of the merger on the proposed
terms and schedule; the failure of shareholders of InBev or Anheuser-Busch to approve the merger;
local, regional, national and international economic conditions and the impact they may have on
InBev and Anheuser-Busch and their customers and InBev and Anheuser-Buschs assessment of that
impact; rapid technology developments and changes; containing costs and expenses; governmental and
public policy changes; the outcome of pending and future litigation and governmental proceedings;
continued availability of financing and financial resources in the amounts, at the time and on the
terms required to support future businesses of the combined company.
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-Buschs proxy statement on
Schedule 14A.
INVESTORS OF ANHEUSER-BUSCH ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
ANHEUSER-BUSCHS 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 InBevs 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.
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