Ambev (“Ambev” Or the “Company”) and Interbrew S.A
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M A R C H 2 0 0 4 A M B E V ' S A C Q U I S I T I O N O F T H E L A B A T T A M E R I C A S B U S I N E S S E S L Valuation report A I T N E D I F N O C D N A E T A V I R P Y L T C I R T S Important Notice Companhia de Bebidas das Américas – AmBev (“AmBev” or the “Company”) and Interbrew S.A. (“Interbrew”) are proposing to enter into a combination transaction between the two companies (the “Combination Transaction”). As part of the S Combination Transaction, AmBev will acquire from Interbrew 100% of the capital stock of Labatt Brewing Company Ltd., E or Labatt, which will own all of Labatt’s Canadian-based operations and assets (“Labatt Canada”) and may own 30% of the S S capital stock of Femsa Cerveza S.A. de C.V. (“Femsa Cerveza”) and 70% of the capital stock of each of LF Holdings I LLC E and LF Holdings II LLC (together “LUSA”) that are currently owned by Labatt (“Labatt Americas”) through an Incorporação N I (the “Merger Transaction”). S U B JPMorgan has been informed by AmBev that, due to existing confidentiality agreements, JPMorgan could not and will not S be granted access to the necessary information to prepare a valuation analysis of LUSA. As a result, this material does not A include a valuation analysis of LUSA. In addition, JPMorgan has been informed by AmBev that: C I R (i) Post resolution of the confidentiality agreement restrictions, an economic valuation analysis of LUSA’s E assets will be conducted, and M A (ii) At the time of the completion of the Merger Transaction, LUSA will have a net debt amount equal to the T value of its assets as per such economic valuation, resulting in an implied equity value of zero, thus not impacting the T A number of AmBev shares to be issued pursuant to the Merger Transaction. B A Based on the information provided to JPMorgan in connection with preparing its valuation, whether or not Labatt’s equity L interest in Femsa Cerveza is disposed of prior to consummation of the Merger Transaction would not affect JPMorgan’s E H valuation of Labatt’s interest in Femsa Cerveza. T The following pages contain material provided to the Board of Directors of AmBev by JPMorgan in connection with the F O proposed Merger Transaction. Any other person accessing this material will be deemed to have acknowledged and agreed N to the provisions of this Notice. O I The information contained in this material was obtained from AmBev and other public sources and, except as expressly T I provided herein, such information is as of February 25, 2004 (the date as of which the terms of the Merger Transaction S I were determined and immediately preceding transaction-related price movements in the stock of AmBev). Any estimates U and projections contained herein have been prepared or adopted by the managements of AmBev, Interbrew and/or Labatt Q C or obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant A variables, assumptions and subjective determinations, and there is no assurance that such estimates and projections will S ' be realized. JPMorgan does not take responsibility for such estimates and projections, or the basis on which they were V prepared. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of any such E B information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the M present or the future. A C O M P A N H I A D E B E B I D A S D A S A M É R I C A S - A M B E V 1 Important Notice (cont’d) In preparing this material, JPMorgan assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or S E discussed with JPMorgan and upon the assurances of the management of AmBev that no relevant information and data was S S omitted or undisclosed to JPMorgan. With respect to financial forecasts and other information and data provided or E discussed with JPMorgan, JPMorgan was advised by the management of AmBev that such forecasts and other information N I and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the S managements of AmBev, Interbrew and Labatt as to the future financial performance of AmBev, Labatt and FEMSA U B Cerveza, and their respective affiliates. JPMorgan has not made or been provided with an independent evaluation or S appraisal of the assets or liabilities (contingent or otherwise) of any such entities nor has JPMorgan made any physical A inspection of the properties or assets of such entities. C I R Financial analyses, such as those contained in this material, involve complex considerations and judgments concerning E financial and operating characteristics and other factors that could affect the acquisition, public trading or other values M A of the companies, business segments or transactions analyzed, the appropriate and relevant methods of financial analysis T and the application of those methods to the particular circumstances. The analyses reflected herein must be considered T as a whole and selecting portions thereof, without considering all of its analyses, could create an incomplete view of the A B processes underlying such analyses. The estimates contained in such analyses and the valuation ranges resulting from any A particular analysis are not indicative of actual values or predictive of future results or values, which may be significantly L more or less favorable to those suggested by such analyses. In addition, analyses relating to the value of businesses or E securities do not purport to be appraisals or to reflect the prices at which businesses actually may be acquired or sold, H T the actual value of securities when issued in a transaction or the prices at which securities may trade at any time. F O This material is not intended to be and does not constitute an opinion or recommendation as to any matters relating to the Merger Transaction, the Combination Transaction or any related transaction. The accompanying material was N O prepared to assist the Board of Directors of AmBev in its evaluation of Labatt Americas’ operations and assets to be I T acquired by AmBev and the AmBev shares to be issued to Interbrew in exchange for such assets in the context of the I Merger Transaction and may be used by the Board of Directors of AmBev (i) for the information of the shareholders of S I AmBev and (ii) for purposes of Article 264 of Brazilian Law 6,404/76, as amended. JPMorgan expresses no view as to the U Q relative merits of the Merger Transaction or any related transaction as compared to any alternative business strategies C that might exist for AmBev or the effect of any other transaction in which AmBev might engage. Neither AmBev, A Interbrew, Labatt nor JPMorgan nor their respective legal or financial advisors or accountants take any responsibility for S ' the accompanying material if used by persons other than the Board of Directors of AmBev other than as provided above. V E B M A C O M P A N H I A D E B E B I D A S D A S A M É R I C A S - A M B E V 2 Important Notice (cont’d) This material is necessarily based upon information available to JPMorgan, and financial, market and other conditions and circumstances existing and disclosed to JPMorgan, as of the date of the material. JPMorgan does not have any obligation S E to update or otherwise revise the accompanying material. Except as specifically provided herein, this material was not S S compiled or prepared with a view toward compliance with any securities, corporations or tax laws and is not intended to E be and does not constitute a recommendation to any shareholder of AmBev or Interbrew as to how such shareholder N I should vote on any matters relating to the Merger Transaction, the Combination Transaction or any related transaction. S The use by persons other than the Board of Directors of AmBev of this material or the analyses or other information U B contained herein without the prior written consent of JPMorgan is strictly prohibited. S A JPMorgan has prepared this material in connection with the Merger Transaction for the Board of Directors of AmBev and C will receive a fee for such services payable upon consummation of the Merger Transaction. JPMorgan and its affiliates in I R the past have provided and currently may be providing services to AmBev, Interbrew, Labatt and/or FEMSA Cerveza (or E their respective affiliates) unrelated to the proposed Merger Transaction, for which services JPMorgan and its affiliates M A have received and would expect to receive customary compensation. In the ordinary course of business, JPMorgan and its T affiliates may actively trade or hold the securities of AmBev or Interbrew for their own account or for the account of T customers, and accordingly, may at any time hold a long or short position in such securities. In addition, JPMorgan and its A B affiliates may maintain relationships with AmBev, Interbrew, Labatt or FEMSA Cerveza and their respective affiliates.