Anheuser-Busch InBev and Grupo Modelo, S.A.B. de C.V. announced that AB InBev has successfully completed its combination with Grupo Modelo in a transaction valued at $20.1 billion.
The combination is a natural next step given the successful long-term partnership between AB InBev and Grupo Modelo, which started more than 20 years ago. The combined company will benefit from the significant growth potential that Modelo brands such as Corona have globally outside of the U.S., as well as locally in Mexico, where there will also be opportunities to introduce AB InBev brands through Modelo’s distribution network.
The combined company will lead the global beer industry with roughly 400 million hectoliters of beer volume annually, bringing together five of the top six most valuable beer brands in the world. Mexico is the world’s fourth largest profit pool for beer and a very attractive market due to its projected growth. The combination is also expected to generate approximately $1 billion in cost synergies.
Carlos Brito , CEO of Anheuser-Busch InBev, said, “We have tremendous respect for Grupo Modelo and its brands, and we are thrilled to welcome our Grupo Modelo colleagues to the global team. We look forward to realizing our opportunities for growth and bringing our beers to more consumers around the world as we join two world-class brewers.”
As previously announced, Ricardo Tadeu will serve as Zone President Mexico and Chief Executive Officer of Grupo Modelo, effective immediately. Mexico will become AB InBev’s seventh Zone. Grupo Modelo’s headquarters will remain in Mexico City, and it will continue to have a local board, which will be appointed by AB InBev at the next shareholders meeting of the company. Carlos Fernandez , Maria Asuncion Aramburuzabala and Valentin Diez Morodo have been invited to continue to play an important role on Grupo Modelo’s Board of Directors.
Maria Asuncion Aramburuzabala and Valentin Diez Morodo will also join AB InBev’s Board of Directors, subject to the approval of AB InBev’s shareholders at the next shareholders meeting.
Tender Offer Settlement
In connection with the completion of the combination, AB InBev announced the successful settlement of the all-cash tender offer for the remaining shares of Grupo Modelo that it did not already own for $9.15 per share. As of May 31, 2013, approximately 89% of Grupo Modelo’s outstanding Series C common shares were validly tendered and acquired in the tender offer by a subsidiary of AB InBev. AB InBev now owns approximately 95% of Grupo Modelo’s outstanding common shares.
Grupo Modelo will be fully consolidated in the AB InBev financial reporting as of June 4, 2013. Later today, AB InBev will establish and fund a trust that will accept further tender of shares by Grupo Modelo shareholders at a price of USD 9.15 per share over a period of up to 25 months, during which time Grupo Modelo shares will continue to be quoted on the Mexican Stock Exchange. AB InBev will recognize in its financial reports the amount deposited with the trust as restricted cash and will recognize a liability for the Grupo Modelo shares it did not acquire by the end of the MTO.
U.S. Divestiture
The related transaction with Constellation Brands, including the sale of Grupo Modelo’s Piedras Negras brewery, Grupo Modelo’s 50% stake in Crown Imports and perpetual rights to Grupo Modelo’s brands in the U.S., is expected to close on June 7, 2013.
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