SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Amendment
No. 4)
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUILMES
INDUSTRIAL (QUINSA), SOCIÉTÉ ANONYME
(Name
of Subject Company)
QUILMES
INDUSTRIAL (QUINSA), SOCIÉTÉ ANONYME
(Name
of Person Filing Statement)
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 of Class of Securities)
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 on behalf of the person
filing
statement)
WITH
COPIES TO:
Diane
G. Kerr
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
(212) 450
4000
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£
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
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This
Amendment No. 4 to the Schedule 14D-9 Solicitation/Recommendation Statement
filed by Quilmes Industrial (Quinsa), Société Anonyme (the “Company”) amends the
Schedule 14D-9 filed by the Company with the Securities and Exchange Commission
(the “Commission”) on January 14, 2008, as amended by Amendment No. 1 thereto
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 “Schedule 14D-9”). The Schedule 14D-9
relates to the tender offer by Campanhia de Bebidas das Américas -- AmBev, a
Brazilian corporation (“AmBev” or “Offeror”), to purchase any and all
outstanding Class A shares and Class B shares (including Class B shares held
as
American Depository Shares (“ADSs”)) of Quinsa, that are not owned by AmBev or
its affiliates at a purchase price of $4.125 per Class A share or $41.25 per
Class B share and $82.50 per ADS, net to the seller in cash (less any amounts
withheld under applicable tax laws), without interest, on the terms and subject
to the conditions set forth in Offeror’s offer to purchase, dated December 28,
2007 (the “Offer to Purchase”), and the related letters of transmittal (which,
as amended or supplemented from time to time, constitute the
“Offer”).
ITEM 8. ADDITIONAL
INFORMATION
Item
8 of
the Schedule 14D-9 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 full text of the Company’s press release is attached
hereto as Exhibit (a)(5)(iv).
ITEM 9. EXHIBITS
Item
9 of
the Schedule 14D-9 is hereby supplemented by adding the following exhibit
attached hereto:
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(a)(5)(iv)
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Press
Release of the Company dated February 12,
2008.
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SIGNATURE
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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4
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