UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO-T/A
Tender Offer Statement in
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
(Amendment
No. 6)
QUILMES INDUSTRIAL (QUINSA),
SOCIÉTÉ ANONYME
(Name of Subject Company
(issuer))
QUILMES INDUSTRIAL
S.A.
(Translation of Issuer’s
Name into English)
COMPANHIA DE BEBIDAS DAS
AMÉRICAS — AMBEV
as Offeror
(Name of Filings Persons
(identifying status as offeror, issuer or other
person))
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)
Graham D. Staley
Companhia de Bebidas das Américas — AmBev
Rua Dr. Renato Paes de Barros, n° 1017, 4°
andar
04530-001
São Paulo, SP
Brazil
(55-11)
2122-1428
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices
and Communications)
Copy to:
Kevin Kelley
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of the bidder)
Calculation
of Filing Fee
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Transaction Valuation*(1)
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Amount of Filing Fee(2)
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$385,596,349.00
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$11,837.81
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*
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Set forth the amount on which the filing fee is calculated and
state how it was determined
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(1)
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The transaction valuation is calculated by assuming the purchase
of 5,483,950 Class A Shares and 8,800,060 Class B
Shares, which is the maximum number of shares of Quilmes
Industrial (Quinsa), Société Anonyme, subject to the
Offer, multiplied by the purchase price of $4.125 per
Class A Share and $41.25 per Class B Share in the
event at least 5,968,722 Class B Shares (including
Class B Shares held as ADSs) are tendered (and not validly
withdrawn).
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(2)
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The fee, calculated in accordance with
Rule 0-11(d)
of the Securities Exchange Act of 1934, as amended, and the Fee
Rate Advisory No. 4 for fiscal year 2008, equals $30.70 per
$1,000,000 of the transaction value, or U.S. $11,837.81.
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o
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Check box if any part of the fee is offset as provided by
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, or the Form or Schedule and the date of its
filing.
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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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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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þ
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third-party tender offer subject to
Rule 14d-1.
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o
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issuer tender offer subject to
Rule 13e-4.
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þ
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going-private transaction subject to
Rule 13e-3.
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þ
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amendment to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
þ
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This Amendment No. 6 to the Tender Offer Statement and
Rule 13E-3
Transaction Statement filed under cover of Schedule TO
(this “Schedule TO-T/A”) amends and supplements
the Tender Offer Statement and Rule 13E-3 Transaction
Statement filed under cover of Schedule TO filed by
Companhia de Bebidas das Américas — AmBev, a
Brazilian corporation (“AmBev” or the
“Offeror”) on February 12, 2008 (the
“Schedule TO”). This
Schedule TO-T/A
relates to the offer by Offeror to purchase any and all
outstanding Class A Shares and Class B Shares
(including Class B Shares held as American Depositary
Shares (“ADSs”)) of Quilmes Industrial (Quinsa),
Société Anonyme, a Luxembourg company
(“Quinsa” or the “Company”) upon the terms
and subject to the conditions set forth in the Offer Document
and in the related Letters of Transmittal attached hereto as
Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) (which, as
amended or supplemented from time to time, together constitute
the “Offer”). The information set forth in the Offer
Document, including all schedules thereto, and in
Schedule TO-C
filed with the Commission on December 26, 2007 by the
Offeror, is hereby expressly incorporated by reference in
response to all items of this Schedule TO, including,
without limitation, all of the information required by
Schedule 13E-3
that is not included in or covered by the items in
Schedule TO and is supplemented by the information
specifically provided herein.
This combined Schedule TO also constitutes a
Schedule 13E-3
in accordance with Instruction I to
Schedule 13E-3
and Instruction J to Schedule TO.
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ITEM 1.
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SUMMARY
TERM SHEET.
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The information set forth under “Summary Term Sheet”
in the Offer Document is incorporated herein by reference.
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ITEM 2.
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SUBJECT
COMPANY INFORMATION.
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(a) The name of the subject company is Quilmes Industrial
(Quinsa), Société Anonyme. The address of
Quinsa’s principal executive offices is 84, Grand Rue
L-1660 Luxembourg, Grand-Duchy of Luxembourg. Quinsa is
registered with the Luxembourg Register of Commerce and
Companies under registered number RCS B No. 32 501.
Quinsa’s telephone number is (352) 47 38 85.
Quinsa’s authorized representative in the United States is
Puglisi & Associates, 850 Library Avenue,
Suite 204, P.O. Box 885, Newark, Delaware 19715.
The information set forth in the Offer Document in
Section 8 (“The Offer — Certain Information
Concerning the Company and the Offeror”) is incorporated
herein by reference.
(b) As of December 21, 2007, the Company had issued
and outstanding 609,923,950 Class A Shares and 47,188,974
Class B Shares (including Class B Shares held as
ADSs). The Class A Shares and Class B Shares
(including Class B Shares held as ADSs) that the Offeror is
offering to purchase represent approximately 0.9% of
Quinsa’s outstanding Class A Shares and 18.65% of
Quinsa’s outstanding Class B Shares, respectively.
(c) The information set forth in the Offer Document in
Section 6 (“The Offer — Price Range of
Shares and ADSs; Dividends”) is incorporated herein by
reference.
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ITEM 3.
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IDENTITY
AND BACKGROUND OF FILING PERSON.
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(a) AmBev is a filing person with a business address of Rua
Dr. Renato Paes de Barros, 1017, 4th floor, CEP
04530-001,
São Paulo, SP, Brazil, tel.:
(5511) 2122-1415,
e-mail:
ir@ambev.com.br. The information set forth in the Offer Document
in Section 8 (“The Offer — Certain
Information Concerning the Company and the Offeror”) is
incorporated herein by reference.
(b) The information set forth in the Offer Document in
Section 8 (“The Offer — Certain Information
Concerning the Company and the Offeror”) is incorporated
herein by reference. During the last five years, none of AmBev
has been convicted in a criminal proceeding or been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(c) Not applicable.
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ITEM 4.
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TERMS
OF THE TRANSACTION.
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(a) The following information set forth in the Offer
Document is incorporated herein by reference:
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Summary Term Sheet;
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Section A (“Special Factors — Purpose of the
Offer; Certain Effects of the Offer”);
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Section D (“Special Factors — United States
Federal Income Tax Consequences”);
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Section E (“Special Factors — Luxembourg
Income Tax Consequences”);
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Section 1 (“The Offer — Number of
Shares”);
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Section 2 (“The Offer — Procedures for
Tendering Shares and ADSs”);
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Section 3 (“The Offer — Withdrawal
Rights”);
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Section 4 (“The Offer — Purchase of Shares
and ADSs and Payment of Purchase Price”);
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Section 10 (“The Offer — Interest of
Directors and Executive Officers”); and
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Section 13 (“The Offer — Extension of the
Tender Offer; Termination; Amendment”).
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On January 28, 2008, AmBev issued a press release
announcing that, as of close of business on January 28,
2008, 6,277,001 Class B shares of the Company (including
Class B Shares held as ADSs), representing 71.3% of the
outstanding Class B shares of Quinsa not owned by AmBev or
its subsidiaries, had been tendered in and not withdrawn
pursuant to the Offer. Therefore, pursuant to the terms and
conditions of the Offer, AmBev increased the
1
Offer price to U.S.$4.125 per Class A share, U.S.$41.25 per
Class B shares and U.S.$82.50 per ADS. A copy of the press
release and a related letter to the Company’s shareholders
is filed hereto as Exhibits (a)(1)(x) and (a)(i)(xi),
respectively.
On February 12, 2008, AmBev issued a press release
announcing the expiration of the Offer and announcing 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. The settlement of the offer is expected to occur on
February 15, 2008. A copy of the press release is filed
hereto as Exhibit (a)(1)(xii).
On February 15, 2008, AmBev consummated the offer and
purchased 3,136,001 Class A shares and 8,238,314.867
Class B shares (including 7,235,114.867 Class B shares
held as ADSs) of Quinsa that were validly tendered and not
validly withdrawn.
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ITEM 5.
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PAST
CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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(a) The information set forth in Section 9 (“The
Offer — Past Contracts, Transactions, Negotiations and
Agreements between AmBev and the Company”) and 10
(“The Offer — Interest of Directors and Executive
Officers”) in the Offer Document is incorporated herein by
reference.
(b) The information set forth in Section 9 (“The
Offer — Past Contracts, Transactions, Negotiations and
Agreements between AmBev and the Company”) in the Offer
Document is incorporated herein by reference.
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ITEM 6.
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PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS.
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(a), (b) and (c)(1) through (7) The information set
forth in the Summary Term Sheet and in Sections A
(“Special Factors — Purpose of the Offer; Certain
Effects of the Offer”) and 8 (“The Offer —
Certain Information Concerning the Company and the
Offeror”) in the Offer Document is incorporated herein by
reference.
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ITEM 7.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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(a) The information set forth in Section 7 (“The
Offer — Source and Amount of Funds”) in the Offer
Document is incorporated herein by reference.
(b), (d) None.
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ITEM 8.
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INTEREST
IN SECURITIES OF THE SUBJECT COMPANY.
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(a) and (b) The information set forth in
Sections 8 (“The Offer — Certain Information
Concerning the Company and the Offeror”), 9 (“The
Offer — Past Contracts, Transactions, Negotiations and
Agreements between AmBev and the Company”) and 10
(“The Offer — Interest of Directors and Executive
Officers”) in the Offer Document is incorporated herein by
reference.
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ITEM 9.
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PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
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(a) The information set forth in Section 14 (“The
Offer — Fees and Expenses”) in the Offer Document
is incorporated herein by reference.
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ITEM 10.
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FINANCIAL
STATEMENTS.
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(a) Not applicable.
(b) Not applicable.
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ITEM 11.
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ADDITIONAL
INFORMATION.
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(a) The information set forth in Sections 8 (“The
Offer — Certain Information Concerning the Company and
the Offeror”), 9 (“The Offer — Past
Contacts, Transactions, Negotiations and Agreements between
AmBev and the Company”), 10 (“The Offer —
Interest of Directors and Executive Officers”) and 12
(“The Offer — Legal Matters; Regulatory
Approvals”) in the Offer Document is incorporated herein by
reference.
2
(b) The information set forth in the Offer Document, in the
related Letter of Transmittal to Tender Shares and in the
related Letter of Transmittal to Tender American Depositary
Shares, copies of which are filed as Exhibits (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) respectively hereto, as each may be
amended from time to time, is incorporated herein by reference.
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(a)(1)(i)
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Offer Document, dated December 28, 2007.****
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(a)(1)(ii)
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Letter of Transmittal to Tender Shares.*
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(a)(1)(iii)
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a. Letter of Transmittal to Tender American Depositary
Shares.*
b. Notice of Guaranteed Delivery.*
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(a)(1)(iv)
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Notice of Withdrawal.*
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(a)(1)(v)
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Letter from the Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
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(a)(1)(vi)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
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(a)(1)(vii)
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Press Release issued by AmBev on December 21, 2007
announcing Intent to Commence a Tender Offer (incorporated by
reference to Exhibit 2.28 to
Form TO-C
filed on December 26, 2007).*
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(a)(1)(viii)
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Press Release issued by AmBev on December 28, 2007
announcing Commencement of a Tender Offer.*
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(a)(1)(ix)
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Letter from AmBev to Quinsa Shareholders.***
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(a)(1)(x)
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Press Release issued by AmBev on January 29, 2008
announcing the Increase of the Tender Offer Price.****
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(a)(1)(xi)
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Letter from AmBev to Quinsa Shareholders, dated January 31,
2008.****
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(a)(1)(xii)
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Press Release issued by AmBev on February 11, 2008
announcing the Results of the Tender Offer for Quinsa Shares and
the Procedure for Settlement.*****
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(a)(2)
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Please see Exhibit(a)(1)(i).
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(a)(3)
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None. Please see Exhibit(a)(1)(i).
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(a)(4)
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Not applicable.
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(a)(5)
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None.
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(b)
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None. Please see Exhibit(a)(1)(i).
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(c)(i)
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Opinion of Citigroup Global Markets Inc. as Financial Adviser to
the Company’s Board of Directors in connection with the
Offer.**
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(c)(ii)
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Presentation by Citigroup Global Markets Inc. to the Board of
Directors of the Company on January 14, 2008.**
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(d)(i)
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Stock Purchase Agreement, dated December 21, 2007 between
AmBev and Punch Card Capital, LLC (incorporated by reference to
Exhibit 99.2 to
Schedule TO-C
filed on December 26, 2007).
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(d)(ii)
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Stock Purchase Agreement, dated December 21, 2007 between
AmBev and Arnhold and S. Bleichroeder Advisers, LLC
(incorporated by reference to Exhibit 99.3 to
Schedule TO-C
filed on December 26, 2007).
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(d)(iii)
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Stock Purchase Agreement, dated December 21, 2007 between
AmBev and Duma Master Fund, L.P. (incorporated by reference to
Exhibit 99.4 to
Schedule TO-C
filed on December 26, 2007).
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(d)(iv)
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Please see Exhibit(a)(1)(vii).
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(g)
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None. Please see Exhibit(a)(1)(i).
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(h)
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None. Please see Exhibit(a)(1)(i).
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*
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Incorporated by reference to the Schedule
TO-T
filed
on December 28, 2007.
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**
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Incorporated by reference to the Schedule TO-T/A filed on
January 15, 2008.
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***
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Incorporated by reference to the Schedule TO-T/A filed on
January 28, 2008.
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****
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Incorporated by reference to the Schedule TO-T/A filed on
February 1, 2008.
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*****
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Incorporated by reference to the Schedule TO-T/A filed on
February 12, 2008.
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ITEM 13.
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INFORMATION
REQUIRED BY
SCHEDULE 13E-3.
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Item 2.
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Subject
Company Information.
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(d) The information set forth in Section 6 (“The
Offer — Price Range of Shares and ADSs;
Dividends”) in the Offer Document is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth in Section 9 (“The
Offer — Past Contacts, Transactions, Negotiations and
Agreements between AmBev and the Company”) in the Offer
Document is incorporated herein by reference.
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Item 4.
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Terms
of Transaction.
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(c) None.
(d) The information set forth in Section 11 (“The
Offer — Appraisal Rights”) in the Offer Document
is incorporated herein by reference.
(e) None.
(f) Not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(c) The information set forth in Section 9 (“The
Offer — Past Contacts, Transactions, Negotiations and
Agreements between AmBev and the Company”) in the Offer
Document is incorporated herein by reference.
(e) The information set forth in Section 9 (“The
Offer — Past Contacts, Transactions, Negotiations and
Agreements between AmBev and the Company”) in the Offer
Document is incorporated herein by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(b) The information set forth in the Summary Term Sheet and
in Section A (“Special Factors — Purpose of
the Offer; Certain Effects of the Offer”) in the Offer
Document is incorporated herein by reference.
(c)(8) The information set forth in the Summary Term Sheet and
in Section A (“Special Factors — Purpose of
the Offer; Certain Effects of the Offer”) in the Offer
Document is incorporated herein by reference.
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Item 7.
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Purposes,
Alternatives, Reasons and Effects.
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(a) through (c), The information set forth in the Offer
Document in the Summary Term Sheet, and in Sections 1
(“The Offer — Number of Shares”) and A
(“Special Factors — Purpose of the Offer; Certain
Effects of the Offer”) of the Offer Document is
incorporated herein by reference.
(d) The information set forth in the Offer Document in the
Summary Term Sheet, and in Sections A (“Special
Factors — Purpose of the Offer; Certain Effects of the
Offer”), D (“Special Factors — United States
Federal Income Tax Consequences”) and E (“Special
Factors — Luxembourg Income Tax Consequences”) of
the Offer Document is incorporated herein by reference.
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Item 8.
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Fairness
of the Transaction.
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(a) through (f) The information set forth in the Offer
Document in the Summary Term Sheet, in Sections B
(“Special Factors — Position of the Offeror
Regarding Fairness of the Offer”), C (“Special
Factors — Position of the Company Regarding Fairness
of the Offer”), F (“Special Factors —
Reports, Opinions, Appraisals and Negotiations”), and 9
(“The Offer — Past Contracts, Transactions,
Negotiations and Agreements between AmBev and the Company”
and “Opinion of Citigroup Global Markets Inc. as Financial
Adviser to the Company’s Board of
4
Directors in connection with the Offer” and
“Presentation by Citigroup Global Markets Inc. to the Board
of Directors of the Company on January 14, 2008”
(attached hereto as Exhibits (c)(i) and (c)(ii), respectively)
is incorporated herein by reference.
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Item 9.
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Reports,
Opinion, Appraisals and Negotiations.
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(a), (b) and (c) See Item 8 above and the
“Opinion of Citigroup Global Markets Inc. as Financial
Adviser to the Company’s Board of Directors in connection
with the Offer” and “Presentation by Citigroup Global
Markets Inc. to the Board of Directors of the Company on
January 14, 2008”, attached hereto as
Exhibits (c)(i) and (c)(ii), respectively. In addition, the
information set forth in the Offer Document in Sections C
(“Special Factors — Position of the Company
Regarding Fairness of the Offer”) and F (“Special
Factors — Reports, Opinions, Appraisals and
Negotiations”) is hereby incorporated by reference.
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Item 10.
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Source
and Amount of Fund or Other Consideration.
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(c) The information set forth in Section 14 (“The
Offer — Fees and Expenses”) is incorporated
herein by reference.
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Item 12.
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The
Solicitation or Recommendation.
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(d) The information set forth in Section 10 (“The
Offer — Interest of Directors and Executive
Officers”) is incorporated herein by reference.
(e) The information set forth in Sections B
(“Special Factors — Position of the Offeror
regarding fairness of the Offer”), C (“Special Factors
- Position of the Company regarding fairness of the
Offer”), 8 (“The Offer - Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the
Shares and ADSs”) and 9 (“The Offer —
Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares and ADSs”), as well as
the information in Item 8 above, is incorporated herein by
reference.
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Item 13.
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Financial
Information.
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(a) The audited financial statements of Quinsa as of and
for the two fiscal years ended December 31, 2005, and
December 31, 2006, are hereby expressly incorporated herein
by reference to Quinsa’s Annual Report on
Form 20-F
for the fiscal year ended December 31, 2006, filed with the
SEC on September 14, 2007. The unaudited financial
information of Quinsa as of and for the six-month periods ended
June 30, 2006 and June 30, 2007, are hereby
incorporated herein by reference to Quinsa’s Current Report
on
Form 6-K
filed with the SEC on August 15, 2007.
Ratio
of earnings to fixed charges
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Dec-05
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Dec-06
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Jun-07
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Ratio
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6.0
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8.2
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9.4
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Book
Value Per Share (as of June 30, 2007)
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Book Value per Class A share
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0.68
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Book Value per Class B share
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6.80
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(b) Not material.
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Item 14.
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Persons/Assets
Retained, Employed, Compensated or Used.
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(a) The Company retained Citigroup to act as financial
advisor to the Board in connection with the Offer. Under the
terms of Citigroup’s engagement letter, dated
December 29, 2007, the Company agreed to pay Citigroup a
fee of $200,000 for delivering its opinion, which fee was
payable upon delivery of Citigroup’s opinion. The Company
also agreed to indemnify Citigroup and related persons against
liabilities, including liabilities under the
5
federal securities laws, arising out of its engagement. See
“Item 8. Fairness of the Transaction —
Miscellaneous”. A copy of the written opinion of Citigroup
attached hereto as Exhibit (c)(i) is incorporated herein by
reference.
The Company has selected Innisfree M&A Incorporated to act
as Information Agent in connection with the Offer. The
Information Agent may contact holders of shares by mail,
telephone and in person and may request brokers, dealers,
commercial banks, trust companies and other nominee shareholders
to forward materials relating to the Offer to beneficial owners.
The Information Agent will receive reasonable and customary
compensation for their services, be reimbursed for certain
reasonable out-of-pocket expenses and be indemnified against
certain liabilities in connection with the Offer, including
certain liabilities under the federal securities laws.
In addition, the information set forth in Section C
(“Special Factors — Position of the Company
regarding fairness of the Offer”) is incorporated herein by
reference.
(f) The information set forth in Section 11 (“The
Offer — Appraisal Rights”) in the Offer Document
is incorporated herein by reference.
6
Signature
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: February 15, 2008
COMPANHIA DE BEBIDAS DAS
AMÉRICAS — AMBEV,
/s/ Pedro
de Abreu Mariani
Name: Pedro de Abreu Mariani
Name: Graham David Staley
7
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