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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Amendment
No. 5)
SCHEDULE
13E-3
Rule
13e-3
Transaction Statement
under
Section 13(e) of the Securities Exchange Act of 1934
QUILMES
INDUSTRIAL (QUINSA) SOCIÉTÉ ANONYME
(Name
of
Subject Company (issuer))
QUILMES
INDUSTRIAL S.A.
(Translation
of Issuer’s Name into English)
QUILMES
INDUSTRIAL (QUINSA) SOCIÉTÉ ANONYME
(Name
of
Filings Persons (identifying status as offeror, issuer or other
person))
Registered
Office: 84, Grand Rue L-1660 Luxembourg
Registered
Number: RCS Luxembourg B 32501
Class
B
Common Shares, without par value
American
Depositary Shares, each of which represents two (2) Class B Shares, without
par
value,
evidenced
by American Depositary Receipts
(Title
of
Class of Securities)
74838Y20
(CUSIP
Number)
Miguel
Gomez Eiriz
Chief
Financial Officer
84,
Grand Rue L-1660 Luxembourg,
Grand-Duchy
of Luxembourg.
(352) 47
38 85
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
________________
WITH
COPIES TO:
Diane
G. Kerr
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
(212) 450
4000
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of the bidder)
This
statement is filed in connection with (check the appropriate box):
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a)
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[
] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c)
under
the Securities Exchange Act of
1934.
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b)
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[
] The filing of a registration statement under the Securities
Act of 1933.
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Check
the
following box if the solicitation materials or information statement referred
to
in checking box (a) are preliminary
copies: [ ]
Check
the
following box if the filing is a final amendment reporting the results of the
transaction: [X]
Calculation
of Filing Fee
|
Transaction
Value
|
Amount
of Filing Fee
|
|
$385,596,349.00
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n/a
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*
Set
forth the amount on which the filing fee is calculated and state how it was
determined.
[
ü
]Check
the box if any
part of the fee is offset as provided by the Exchange Act Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number,
of the Form or Schedule and the date of its filing.
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Amount
Previously Paid:
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$11,837.81
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Form
or Registration Number:
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Schedule
TO-T
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Filing
Party:
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Companhia
de Bebidas das Américas - AmBev
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Date
Filed:
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12-28-07
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This
Amendment No. 5 to the
Rule 13E-3 Transaction Statement filed by Quilmes Industrial (Quinsa),
Société Anonyme (“Quinsa” or the “Company”) on January 14, 2008 (such Statement
as amended by Amendment No. 1 thereto filed by Companhia de Bebidas das Américas
– AmBev (“AmBev” or the “Offeror”) on January 16, 2008, by Amendment No. 2
thereto filed by Quinsa on January 28, 2008, by Amendment No. 3 thereto filed
by
Quinsa on January 29, 2008, by Amendment No. 4 thereto filed by Quinsa on
February 1, 2008 and by this Amendment No. 5, the “Transaction Statement”)
relates to the offer by AmBev to purchase any and all outstanding Class A
Shares
and Class B Shares (including Class B Shares held as American Depositary
Shares
(“ADSs”)) of the Company that are not owned by AmBev or its affiliates upon the
terms and subject to the conditions set forth in the Offer to Purchase,
including all schedules thereto, and in the related Letters of Transmittal
filed
by the Offeror on December 28, 2007 (which, as amended or supplemented from
time
to time, together constitute the “Offer to Purchase”). The
information set forth in the Offer to Purchase and in the Schedule TO-C filed
by
the Offeror on December 26, 2007, is, where specified herein, expressly
incorporated by reference in response to items of the Transaction Statement,
and
is supplemented by the information specifically provided
herein. Capitalized terms defined in the Offer to Purchase and used
herein without definition shall have the meanings specified in the Offer
to
Purchase.
The
purpose of this Amendment is to report the results of the
Offer.
ITEM 15. ADDITIONAL INFORMATION.
Item
15 of the Transaction Statement is hereby amended and restated as
follows:
The
Offer expired at 5:00 p.m., New York City time, on Monday, February 11,
2008. AmBev has informed
the Company that
it has accepted
for purchase the 3,136,001 Class A shares and 8,239,536.867 Class B shares
(including 7,236,336.867 Class B shares held as ADSs) of Quinsa, representing
57% of the outstanding Class A shares and 94% of the outstanding Class B shares
of Quinsa not owned by AmBev or its subsidiaries, that were validly tendered
and
not validly withdrawn in the Offer. AmBev has announced that the
settlement of the offer will occur on February 15, 2008, and that upon
settlement of the Offer, AmBev’s voting interest in Quinsa will be 99.56% and
its economic interest will be 99.26%. On February 12, 2008, the
Company and AmBev issued press releases announcing the expiration and results
of
the Offer. The Company’s press release was filed by the Company with
the Commission on February 12, 2008 as Exhibit (a)(5)(iv) to the 14D-9
Solicitation/Recommendation Statement filed by the Company with the Commission
on January 14, 2008, as amended by Amendment No. 1 filed with the Commission
on
January 28, 2008, by Amendment No. 2 filed with the Commission on January 29,
2008 and by Amendment No. 3 filed with the Commission on January 31, 2008 (the
“Solicitation Statement”).
Item
16 of the Transaction Statement is hereby supplemented by adding the following
exhibit:
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(a)(5)(iv)
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Press
Release of the Company dated February 12, 2008 (incorporated by reference
to Exhibit (a)(5)(iv) to the Solicitation Statement).
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After
due
inquiry and to the best of my knowledge, I certify that the information set
forth in this statement is true, complete and correct.
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QUILMES
INDUSTRIAL (QUINSA), SOCIÉTÉ
ANONYME
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By:
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/s/
Miguel Gomez Eiriz
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Name: Miguel
Gomez Eiriz
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Title:
Chief Financial Officer
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Dated:
February 12, 2008
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