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Anheuser-Busch InBev Launches Cash Tender Offer for Any and All of Three Series of USD Notes
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev” or the “Company”)
Anheuser-Busch InBev Launches Cash Tender Offer for Any and All of Three Series of USD Notes
25 June 2020 – Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD) (MEXBOL:
ANB) (JSE: ANH) today announced the commencement of offers by its wholly-owned subsidiary Anheuser-
Busch InBev Finance Inc. (“ABIFI” or the “Company”) to purchase for cash any and all outstanding notes
of three series of notes issued by the Company as described in the table below (collectively, the “Notes”)
which are validly tendered (and not validly withdrawn) and accepted (the “Tender Offers”). As of 25 June
2020, the combined aggregate principal amount of Notes outstanding was $3,753,000,000.
Concurrently with the Tender Offers, AB InBev is conducting separate tender offers for four series of notes
outstanding under its Euro Medium Term Note Programme, which are being made solely to qualified
investors outside the United States.
The Tender Offers are being made upon the terms and subject to the conditions set forth in the offer to
purchase dated 25 June 2020 (the “Offer to Purchase”). Terms not defined in this announcement have the
meanings given to them in the Offer to Purchase. Copies of the Offer to Purchase will be available to holders
through the information agent, Global Bondholder Services Corporation by calling +1 (866) 470-3900 (toll
free) or +1 212-430-3774 (for banks and brokers), e-mailing contact@gbsc-usa.com and at the following
web address: https://gbsc-usa.com/registration/abifi/.
All holders of the Notes (the “Holders”) are authorized to participate in the Tender Offers. Notes purchased
in the Tender Offers will be retired and cancelled.
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Principal
Tender
Title of Notes CUSIP Amount Outstanding
Consideration(a)
Floating Rate Notes due 2021 035242 AK2 $311,000,000 $1,007.50
035242 AA4
2.625% Notes due 2023 $643,000,000 $1,051.25
3.300% Notes due 2023 035242 AL0 $2,799,000,000 $1,065.00
(a) Payable in cash per each $1,000 principal amount of the specified series of Notes validly tendered and not
validly withdrawn and accepted for purchase.
The Tender Offers for the Notes will expire at 5:00 p.m., New York City time, on 1 July 2020, unless
extended or earlier terminated by the Company (the “Expiration Date”). Holders must validly tender their
Notes at or prior to the Expiration Date or the Guaranteed Delivery Date pursuant to the Guaranteed
Delivery Procedures.
Notes tendered may be withdrawn at any time at or prior to 5:00 p.m. New York City time, on 1 July 2020,
subject to any extension by the Company, but thereafter will be irrevocable, except in certain limited
circumstances where additional withdrawal rights are required by law (as determined by the Company).
The Settlement Date will promptly follow the Expiration Date and is expected to be July 7, 2020.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders who (i) validly
tender and who do not validly withdraw their Notes at or prior to the Expiration Date or (ii) deliver a properly
completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior
to the Expiration Date and tender their Notes pursuant to the Tender Offers at or prior to 5:00 p.m., New
York City time, on the second business day after the Expiration Date pursuant to the Guaranteed Delivery
Procedures, and, subject in each case to the tender in the applicable Minimum Authorized Denominations,
and whose Notes are accepted for purchase by the Company, will receive the applicable Tender
Consideration specified in the table above.
In addition to the applicable Tender Consideration, Holders whose Notes are accepted for purchase will be
paid accrued and unpaid interest on such Notes to, but not including, the Settlement Date. Interest will
cease to accrue on the Settlement Date for all Notes accepted, including those tendered through the
Guaranteed Delivery Procedures. No further interest will be paid to the Holders who tender such Notes,
including if a record date for an interest payment on such Notes has passed before the Settlement Date.
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The Tender Offers are not conditioned on any minimum amount of Notes being tendered or the
consummation of other offers, but are subject to the satisfaction or waiver of certain customary conditions
set forth in the Offer to Purchase.
Holders are advised to check with any bank, securities broker or other intermediary through which they
hold their Notes as to when such intermediary needs to receive instructions from a holder in order for that
holder to be able to participate in the Tender Offers before the deadlines specified herein and in the Offer
to Purchase. The deadlines set by the clearing system for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
The Dealer Managers for the Tender Offers are:
BofA Securities, Inc. Deutsche Bank Securities J.P. Morgan Securities LLC
620 S. Tryon Street, 20th Floor 60 Wall Street 383 Madison Avenue
Charlotte, North Carolina 28255 New York, New York 10005 New York, New York 10179
USA USA USA
Attn: Liability Management Group Attn: Liability Management Group Attn: Liability Management Group
Collect: +1 (704) 560-7937 Collect: +1 (212) 250-2955 Collect: +1 (212) 834-2042
U.S. Toll-Free: +1 (888) 292-0070 U.S. Toll-Free:+1 (866) 627-0391 U.S. Toll-Free: +1 (866) 834-4666
The tender agent and the information agent for the Tender Offers is:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attention: Corporate Actions
Bank and Brokers Call Collect: +1 (212) 430-3774
All Others Please Call Toll-Free: +1 (866) 470-3900
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
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Non-U.S. Distribution Restrictions
Italy. None of the Tender Offers, Offer to Purchase or any other documents or materials relating to
the Tender Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa (“CONSOB”) pursuant to applicable Italian laws and regulations. The Tender
Offers are being carried out in the Republic of Italy (“Italy”) as exempted offers pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Notes that are resident or located in Italy can tender their Notes for
purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No.
20307 of February 15, 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with any other applicable laws and regulations and with any requirements
imposed by CONSOB or any other Italian authority. Each intermediary must comply with applicable laws
and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer
to Purchaser.
United Kingdom. The communication of the Offer to Purchase and any other documents or
materials relating to the Tender Offers is not being made by and such documents and/or materials have
not been approved by an authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of
the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are
outside of the United Kingdom; (2) investment professionals falling within the definition contained in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (3)
those persons who are existing members or creditors of the Company or other persons falling within Article
43(2) of the Order; or (4) any other persons to whom such documents and/or materials may lawfully be
communicated in accordance with the Order (all such persons together being referred to as “relevant
persons”). This Offer to Purchase and any other documents or materials relating to the Tender Offers are
only available to relevant persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
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France. The Tender Offers are not being made, directly or indirectly, to the public in the Republic
of France (other than to Qualified Investors (as defined below)). The Offer to Purchase and any other
documents or offering material relating to the Tender Offers may not be distributed or caused to be
distributed to the public in the Republic of France (other than to Qualified Investors (as defined below)).
Only qualified investors (investisseurs qualifiés) as defined in, and in accordance with, Article 2(e) of the
Prospectus Regulation, as amended, and Article L. 411-2 of the French Code monétaire et financier, as
amended from time to time (“Qualified Investors”), are eligible to participate in the Tender Offers. Neither
the Offer to Purchase nor any other such offering material has been submitted for clearance to the Autorité
des marchés financiers.
Belgium. Neither the Offer to Purchase nor any other documents or materials relating to the Tender
Offers have been, or will be, submitted or notified to, or approved by, the Belgian Financial Services and
Markets Authority (“Autorité des services et marchés financiers”/“Autoriteit voor Financiële Diensten en
Markten”). The Tender Offers are not being made in Belgium by way of a public offering within the meaning
of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids (“loi relative aux
offres publiques d’acquisition”/ “wet op de openbare overnamebiedingen”), as amended from time to time.
Accordingly, the Offer to Purchase may not be, and is not being, advertised and the Tender Offers will not
be extended and the Offer to Purchase and any other documents or materials relating to the Tender Offers
may not, have not, and will not, be distributed, directly or indirectly, to any person in Belgium other than to
“qualified investors” (“investisseur qualifié”/“gekwalificeerde belegger”) within the meaning of Article 2(e) of
the Prospectus Regulation, as referred to in Article 6, §3, of said Belgian Law of April 1, 2007 on public
takeover bids. Insofar as Belgium is concerned, the Tender Offers are made only to qualified investors, as
this term is defined above. Accordingly, the information contained in the Offer to Purchase or in any other
documents or materials relating to the Tender Offers may not be used for any other purpose or disclosed
or distributed to any other person in Belgium.
Legal Notices
This announcement is for informational purposes only and is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consents with respect to any securities. This announcement does not
describe all the material terms of the Tender Offers and no decision should be made by any Holder on the
basis of this announcement. The terms and conditions of the Tender Offers are described in the Offer to
Purchase. This announcement must be read in conjunction with the Offer to Purchase. The Offer to
Purchase contains important information which should be read carefully before any decision is made with
respect to the Tender Offers. If any Holder is in any doubt as to the contents of this announcement, or the
Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor,
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accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are
held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes pursuant to the Tender Offers.
None of the Company, the Dealer Managers or their affiliates, their respective boards of directors, the
Depository, the tender agent, the information agent, the trustee with respect to Notes or any of their
respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not Holders
should tender their Notes, or refrain from doing so, pursuant to the Tender Offers. Each Holder should
make its own decision as to whether to tender its Notes and if so, the principal amount of the Notes to
tender.
The Company has not filed this announcement or the Offer to Purchase with, and they have not
been reviewed by, any federal or state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Tender Offers, and it is unlawful and
may be a criminal offense to make any representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such offer under applicable securities or blue sky
laws. The distribution of the Offer to Purchase in certain jurisdictions is restricted by law. Persons into
whose possession the Offer to Purchase comes are required by each of the Company, the Dealer
Managers, the Depository, the tender agent and the information agent to inform themselves about, and to
observe, any such restrictions.
Legal Disclaimer
This release contains “forward-looking statements”. These statements are based on the current expectations and views of future
events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained in this release include statements other than historical facts and include statements typically
containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “likely”, “foresees”,
“preparing” and words of similar import. All statements other than statements of historical facts are forward-looking statements. You
should not place undue reliance on these forward-looking statements, which reflect the current views of the management of AB InBev,
are subject to numerous risks and uncertainties about AB InBev and are dependent on many factors, some of which are outside of
AB InBev’s control. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially
different, including, but not limited to, the effects of the COVID-19 pandemic and uncertainties about its impact and duration and the
risks and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on Form 20-F (“Form 20-F”) filed
with the US Securities and Exchange Commission (“SEC”) on 23 March 2020. Many of these risks and uncertainties are, and will be,
exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. Other
unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere,
including AB InBev’s most recent Form 20-F and other reports furnished on Form 6-K, and any other documents that AB InBev has
made public. Any forward-looking statements made in this communication are qualified in their entirety by these cautionary statements
and there can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even if substantially
realized, that they will have the expected consequences to, or effects on, AB InBev or its business or operations. Except as required
by law, AB InBev undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the Mexico
(MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York Stock
Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has been bringing
people together for thousands of years. We are committed to building great brands that stand the test of time and to brewing the best
beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®,
Corona® and Stella Artois®; multi-country brands Beck’s®, Hoegaarden®, Leffe® and Michelob Ultra®; and local champions such as
Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Castle®, Castle Lite®, Cristal®, Harbin®, Jupiler®, Modelo Especial®,
Quilmes®, Victoria®, Sedrin®, and Skol®. Our brewing heritage dates back more than 600 years, spanning continents and
generations. From our European roots at the Den Hoorn brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co
brewery in St. Louis, US. To the creation of the Castle Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the
first brewery in Brazil. Geographically diversified with a balanced exposure to developed and developing markets, we leverage the
collective strengths of approximately 170,000 employees based in nearly 50 countries worldwide. For 2019, AB InBev’s reported
revenue was 52.3 billion USD (excluding JVs and associates).
ANHEUSER-BUSCH INBEV CONTACTS
Investors Media
Lauren Abbott Pablo Jimenez
Tel: +1 212 573 9287 Tel: +1 212 284 0158
E-mail: lauren.abbott@ab-inbev.com E-mail: pablo.jimenez@ab-inbev.com
Mariya Glukhova Ingvild Van Lysebetten
Tel: +32 16 276 888 Tel: +32 16 276 608
E-mail: mariya.glukhova@ab-inbev.com E-mail: ingvild.vanlysebetten@ab-inbev.com
Jency John Fallon Buckelew
Tel: +1 646 746 9673 Tel: +1 310 592 6319
E-mail: jency.john@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
Fixed Income Investors
Daniel Strothe
Tel: +1 646 746 9667
E-mail: daniel.strothe@ab-inbev.com
25 June 2020
Sponsor: Questco Corporate Advisory Proprietary Limited
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Date: 25-06-2020 02:58:00
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