Wrap Text
AB InBev Launches Cash Tender Offers for up to USD 3 Billion Aggregate Purchase Price
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
Offers for up to USD 3 Billion Aggregate
Purchase Price of Thirteen Series of USD Notes,
Three Series of EUR Notes and Two Series of
GBP Notes
31 October 2023 – Anheuser-Busch InBev SA/NV ("AB InBev") (Euronext: ABI) (NYSE: BUD)
(MEXBOL: ANB) (JSE: ANH) today announced the commencement of offers by AB InBev and
its wholly-owned subsidiaries Anheuser-Busch InBev Worldwide Inc. ("ABIWW"), Anheuser-
Busch Companies, LLC ("ABC") and Anheuser-Busch InBev Finance Inc. ("ABIFI", and
together with AB InBev, ABIWW and ABC, the "Companies") to purchase for cash any validly
tendered (and not validly withdrawn) and accepted notes up to an aggregate purchase price
(excluding accrued and unpaid interest) of US$3 billion (such amount, as the same may be
increased or decreased, the "Aggregate Offer Cap") of thirteen series of USD notes (the "USD
Notes"), three series of EUR notes (the "EUR Notes") and two series of GBP notes (the "GBP
Notes") issued by the Companies, across the Pool 1 Tender Offers and the Pool 2 Tender
Offers, each with a separate Pool Offer Cap, as described in the table below (the "Tender
Offers").
The Tender Offers are being made upon the terms and subject to the conditions set forth in the
offer to purchase dated 31 October 2023 (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 are available to holders through the information agent, Global Bondholder Services
Corporation, at its website https://gbsc-usa.com/registration/abi or by calling +1 (855) 654-2014
(toll free) or +1 212-430-3774 (for banks and brokers).
Upon the terms and subject to the conditions set forth in the Offer to Purchase, each of AB
InBev, ABIFI, ABIWW and ABC is offering to purchase, up to the Aggregate Offer Cap and the
applicable Pool Offer Caps, the Notes issued by it set forth in the table below, subject to the
Acceptance Priority Levels (as defined below). Notes purchased in the Tender Offers will be
retired and cancelled.
Notes Listed Below
Up to the Applicable Pool Offer Cap and the Aggregate Offer Cap(a)
Reference Early Tender
Security / Fixed Payment (per
ISIN / (if applicable) Outstanding Issuer Acceptance Interpolated Spread $1,000, €1,000 Bloomberg
Title of CUSIP Principal Maturity and Priority Mid-Swap (basis or £1,000, as Reference
Notes(f) Amount Date Offeror Level(b) Rate(c) points)(d) applicable)(e) Page
Pool 1 Tender Offers
Up to the Pool 1 Offer Cap of $1,200,000,000
US03522AAG58/
03522AAG5
144A: UST 4.625%
3.650% US03522AAD28/ $3,491,141,000(g) due
Notes due 03522AAD2 1 February ABIWW 15 October 45 $30 PX1
2026 2026 and ABC 1 2026
Reg S:
USU00323AD40/
U00323AD4
2026
2.700% Interpolated IRSB EU
Notes due 31 March Mid-Swap -5 €30 (Pricing
2026 BE6265142099 €1,000,000,000 2026 AB InBev 2 Rate
Source: BGN)
Pool 2 Tender Offers
Up to the Pool 2 Offer Cap of $3,000,000,000 less the aggregate purchase price (excluding accrued and unpaid interest) payable for the Pool 1 Notes
validly tendered and accepted for purchase in the Pool 1 Tender Offers
UST 4.375%
3.750% due
Notes due US03523TBQ04/ 15 July 15 August 72 $30 PX1
2042 03523TBQ0 $471,193,000 2042 ABIWW 1 2043
UKT 1.750%
2.850% due
Notes due 25 May 7 September 54 £30 FIT
2037 BE6295395956 £411,263,000 2037 AB InBev 2 2037 GLT10-50
UST 4.375%
4.000% due
Notes due US035242AB27/ 17 January 15 August 82 $30 PX1
2043 035242AB2 $404,435,000 2043 ABIFI 3 2043
UST 3.625%
4.600% due
Notes due US035240AU42/ 1 June 15 May 94 $30 PX1
2060 035240AU4 $496,643,000 2060 ABIWW 4 2053
UST 3.625%
4.500% due
Notes due US035240AT78 1 June 15 May 92 $30 PX1
2050 /035240AT7 $1,566,899,000 2050 ABIWW 5 2053
UST 3.625%
4.600% due
Notes due US035240AN09/ 15 April 15 May 94 $30 PX1
2048 035240AN0 $2,178,598,000 2048 ABIWW 6 2053
4.750% UST 3.625%
Notes due US035240AP56/ 15 April due 99 $30 PX1
2058 035240AP5 $980,693,000 2058 ABIWW 7 15 May
2053
4.350% UST 4.375%
Notes due US035240AS95/ 1 June due 83 $30 PX1
2040 035240AS9 $1,000,000,000 2040 ABIWW 8 15 August
2043
4.625% UST 4.375%
Notes due US03524BAF31/ 1 February due 91 $30 PX1
2044 03524BAF3 $850,000,000 2044 ABIFI 9 15 August
2043
2.000% 2035 IRSB EU
Notes due 23 January Interpolated 50 €30 (Pricing
2035 BE6301511034 €750,000,000 2035 AB InBev 10 Mid-Swap
Rate
Source: BGN)
4.375% UST 3.875%
Notes due US035240AM26/ 15 April due 116 $30 PX1
2038 035240AM2 $1,500,000,000 2038 ABIWW 11 15 August
2033
US03522AAJ97/
03522AAJ9
144A: UST 4.375%
4.900% US03522AAF75/ due
Notes due 03522AAF7 1 February ABIWW 15 August
2046 $9,542,514,000(h) 2046 and ABC 12 2043 98 $30 PX1
Reg S:
USU00323AF97/
U00323AF9
UST 4.375%
4.900% due
Notes due US035242AN64/ 1 February 15 August 98 $30 PX1
2046 035242AN6 $1,457,486,000 2046 ABIFI 13 2043
1.650% 2031 IRSB EU
Notes due 28 March Interpolated 37 €30 (Pricing
2031 BE6312822628 €1,000,000,000 2031 AB InBev 14 Mid-Swap
Rate
Source: BGN)
2.250% UKT 0.500%
Notes due 24 May due 34 £30 FIT
2029 BE6295393936 £336,755,000 2029 AB InBev 15 31 January GLT0-10
2029
UST 3.875%
3.500% due
Notes due US035240AV25/ 1 June 15 August 73 $30 PX1
2030 035240AV2 $1,750,000,000 2030 ABIWW 16 2033
(a) The offers with respect to the 3.650% Notes due 2026 issued by ABC and ABIWW, the 3.650% Notes due 2026 issued by ABC and
ABIWW (144A / Reg S) and the 2.700% Notes due 2026 issued by AB InBev (collectively, the "Pool 1 Notes") are subject to the "Pool
1 Offer Cap" of $1,200,000,000, representing the maximum aggregate purchase price payable, excluding accrued and unpaid interest,
in respect of the Pool 1 Notes that may be purchased (the "Pool 1 Tender Offers") and subject to the Aggregate Offer Cap (as defined
below) not being exceeded. The offers with respect to the 3.750% Notes due 2042 issued by ABIWW, the 2.850% Notes due 2037
issued by AB InBev, the 4.000% Notes due 2043 issued by ABIFI, the 4.600% Notes due 2060 and the 4.500% Notes due 2050 issued
by ABIWW, the 4.600% Notes due 2048, the 4.750% Notes due 2058 and the 4.350% Notes due 2040 issued by ABIWW, the 4.625%
Notes due 2044 issued by ABIFI, the 2.000% Notes due 2035 issued by AB InBev, the 4.375% Notes due 2038 issued by ABIWW, the
4.900% Notes due 2046 issued by ABC and ABIWW, the 4.900% Notes due 2046 issued by ABC and ABIWW (144A / Reg S), the
4.900% Notes due 2046 issued by ABIFI, the 1.650% Notes due 2031 and the 2.250% Notes due 2029 issued by AB InBev and the
3.500% Notes due 2030 issued by ABIWW (collectively, the "Pool 2 Notes", and together with the Pool 1 Notes, the "Notes") are
subject to the "Pool 2 Offer Cap" (and together with the Pool 1 Offer Cap, the "Pool Offer Caps") of $3,000,000,000 less the aggregate
purchase price (excluding accrued and unpaid interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the
Pool 1 Tender Offers, representing the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect
of the Pool 2 Notes that may be purchased (the "Pool 2 Tender Offers, and together with the Pool 1 Tender Offers, the "Tender
Offers"). The Tender Offers are subject to an "Aggregate Offer Cap" equal to an aggregate purchase price (excluding accrued and
unpaid interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to Purchase. The Pool 1 Offer Cap,
the Pool 2 Offer Cap and the Aggregate Offer Cap, subject to applicable law, may be increased or decreased in the sole discretion of
the Companies.
(b) We will accept Notes in each of the Tender Offers in the order of their respective Acceptance Priority Level specified in the table above
(each, an "Acceptance Priority Level," with "1" being the highest Acceptance Priority Level and "2" being the lowest Acceptance
Priority Level in the case of the Pool 1 Tender Offers, and "1" being the highest Acceptance Priority Level and "16" being the lowest
Acceptance Priority Level in the case of the Pool 2 Tender Offers), subject to the terms and conditions described in the Offer to
Purchase.
(c) The applicable Reference Security will be used to calculate the applicable Total Consideration (as defined below) payable for each
series of USD Notes and GBP Notes, and the applicable Interpolated Mid-Swap Rate will be used to calculate the applicable Total
Consideration payable for each series of EUR Notes. The Total Consideration payable pursuant to the Tender Offers will be calculated
and determined as set forth in the Offer to Purchase.
(d) The applicable Fixed Spread will be used to calculate the applicable Total Consideration (as defined below) payable for each series of
Notes, which already includes the Early Tender Payment. The Total Consideration payable pursuant to the Tender Offers will be
calculated and determined as set forth in the Offer to Purchase.
(e) Payable in cash per each $1,000, €1,000 or £1,000 principal amount, as applicable, of the specified series of Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase.
(f) The GBP Notes and the EUR Notes are fully and unconditionally guaranteed by ABC, ABIFI, ABIWW, Brandbev S.à r.l., Brandbrew
S.A. and Cobrew NV (the "Guarantors"). The USD Notes are fully and unconditionally guaranteed by AB InBev and certain of its direct
and indirect subsidiaries.
(g) The $3,491,141,000 aggregate outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC consists of (i)
$3,335,820,000 outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC (US03522AAG58/03522AAG5)
and (ii) $155,321,000 outstanding principal amount of 3.650% Notes due 2026 issued by ABIWW and ABC (144A:
US03522AAD28/03522AAD2 & Reg S: USU00323AD40/U00323AD4).
(h) The $9,542,514,000 aggregate outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC consists of (i)
$9,518,964,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC (US03522AAJ97/03522AAJ9)
and (ii) $23,550,000 outstanding principal amount of 4.900% Notes due 2046 issued by ABIWW and ABC (144A:
US03522AAF75/03522AAF7 & Reg S: USU00323AF97/U00323AF9).
The Tender Offers for the Notes will expire at 5:00 p.m., New York City time, on 30 November
2023 (the "Expiration Time"), or, in each case, any other date and time to which the Companies
extend the applicable Tender Offer. Holders must validly tender their Notes prior to 5:00 p.m.,
New York City time, on 14 November 2023 (such date and time, as it may be extended with
respect to a series of Notes, the "Early Tender Time"), to be eligible to receive the applicable
Total Consideration (as defined below) which includes an amount in cash (the "Early Tender
Payment") equal to the applicable amount set forth in the table above under the heading "Early
Tender Payment," plus accrued interest. If Holders validly tender their Notes after the Early
Tender Time but at or prior to the applicable Expiration Time, Holders will only be eligible to
receive the applicable Tender Offer Consideration plus accrued interest.
Notes tendered may be withdrawn at or prior to, but not after, 5:00 p.m. New York City time, on
14 November 2023 (such date and time, as it may be extended with respect to a series of
Notes, the "Withdrawal Deadline"). The Tender Offers are subject to the satisfaction of certain
conditions, as set forth in the Offer to Purchase.
The Companies will only accept for purchase Notes up to a combined aggregate purchase price
(excluding accrued and unpaid interest) that will not exceed the Aggregate Offer Cap and each
of the Pool Offer Caps. The Pool 2 Offer Cap will initially be calculated on the basis of the Pool
1 Notes validly tendered and not validly withdrawn at or before the Early Tender Time, subject
to the Pool 1 Offer Cap; provided however that if neither the Aggregate Offer Cap nor the Pool
1 Offer Cap have been reached as at the Early Tender Time, the Pool 2 Offer Cap will then be
calculated again following the Expiration Time on the basis of all Pool 1 Notes validly tendered
and not validly withdrawn pursuant to the Pool 1 Tender Offers, subject to the Pool 1 Offer Cap
(but without prejudice to the fact that Notes tendered at or before the Early Tender Time will
have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance
Priority Levels and whether such Notes are Pool 1 Notes or Pool 2 Notes).
Subject to applicable law, the Companies reserve the right, but are under no obligation, to
increase or decrease the Aggregate Offer Cap, the Pool 1 Offer Cap and/or the Pool 2 Offer
Cap in respect of the Tender Offers at any time (without extending the Withdrawal Deadline or
otherwise reinstating withdrawal rights of Holders), which could result in the Companies
purchasing a greater aggregate principal amount of Notes in the Tender Offers.
The purchase of any series of Notes is not conditioned upon the purchase of any other series
of Notes. Any Notes validly tendered and not validly withdrawn in the Tender Offers and
accepted for purchase will be purchased by the Companies based on the applicable Pool Offer
Cap and the Aggregate Offer Cap and the acceptance priority levels within each of the Pool 1
Tender Offers and the Pool 2 Tender Offers noted above (the "Acceptance Priority Levels"),
each as more fully described in the Offer to Purchase. With respect to each of the Tender
Offers, if the purchase of all validly tendered Notes would result in an aggregate purchase price
greater than the applicable Pool Offer Cap, then such Tender Offer will be oversubscribed and
if the Companies accept Notes in such Tender Offer, any Notes accepted for purchase in the
lowest Acceptance Priority Level in which Notes are accepted for purchase will be accepted for
tender on a prorated basis. For the avoidance of doubt, Notes tendered at or before the Early
Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of
the Acceptance Priority Levels of such Notes tendered after the Early Tender Time and whether
such Notes are Pool 1 Notes or Pool 2 Notes. If any of the applicable Pool Offer Caps are
reached at the Early Tender Time, then no Notes tendered after the Early Tender Time in such
Tender Offer will be purchased unless the Companies increase the applicable Pool Offer Cap.
If the Aggregate Offer Cap is reached at the Early Tender Time, then no Notes tendered after
the Early Tender Time will be purchased unless the Companies increase the Aggregate Offer
Cap and the applicable Pool Offer Cap.
Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early
Tender Time and that are accepted for purchase will receive the applicable "Total
Consideration", which includes the Early Tender Payment for the applicable series of Notes
set forth in the table above.
Holders of any Notes that are validly tendered after the Early Tender Time but at or before the
Expiration Time and that are accepted for purchase will receive the applicable Total
Consideration minus the Early Tender Payment. The Total Consideration minus the Early
Tender Payment is referred to as the "Tender Offer Consideration".
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.
Holders holding GBP Notes or EUR Notes directly in the NBB-SSS or through a direct
participant of the NBB-SSS (other than Euroclear or Clearstream, Luxembourg) must, in order
to be eligible to participate in the Tender Offers in the manner specified in the Offer to Purchase,
(i) arrange for the GBP Notes or EUR Notes which they wish to tender to be transferred to an
account in either Euroclear or Clearstream, Luxembourg, and (ii) maintain, or where relevant,
procure, access to an account in either Euroclear or Clearstream, Luxembourg through which
such GBP Notes or EUR Notes can be traded, and to which the Total Consideration or the
Tender Offer Consideration (as applicable) and the applicable accrued interest payment may
be credited by AB InBev.
Holders of GBP Notes or EUR Notes who do not have access to an account, as described
above, in either Euroclear or Clearstream, Luxembourg (either directly or through a direct
participant or other intermediary), or who do not transfer the GBP Notes or EUR Notes which
they wish to tender to a direct participant in either clearing system, will not be able to submit a
GBP/EUR Tender Instruction (as defined in the Offer to Purchase) to the Tender and
Information Agent and will not be eligible to participate in the Tender Offers in the manner
specified in the Offer to Purchase.
Any Holder of GBP Notes or EUR Notes who (i) holds its GBP Notes or EUR Notes directly, or
through a direct participant of the NBB-SSS, in an "N account" within the NBB-SSS, (ii) is not
eligible, in accordance with Article 4 of the Belgian Royal Decree of 26 May 1994, to hold its
Notes (directly or indirectly) in an "X account" within the NBB-SSS, and who is therefore unable
to transfer the relevant Notes to an account in either Euroclear or Clearstream, Luxembourg
and (iii) who is eligible to view the Offer to Purchase and make an investment decision with
respect to the Tender Offers, may contact the Tender and Information Agent for further
information, using the contact details set out below.
English, Dutch and French versions of this press release will be available on www.ab-
inbev.com.
The Lead Dealer Managers for the Tender Offers (in respect of the Tender Offers as
made to Relevant Holders (as defined below) only) are:
BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Aktiengesellschaft
620 S Tryon Street, 20th Floor 388 Greenwich Street, Trading 4th Mainzer Landstra?e 11-17
Charlotte Floor 60329 Frankfurt am Main
North Carolina 28255 New York, New York 10013 Germany
United States of America United States of America Tel: +44 20 7545 8011
Attention: Liability Management Attention: Liability Management
Group Group
Collect: (980) 387-3907 Collect: (212) 723-6106
Toll-Free: (888) 292-0070 Toll-Free: (800) 558-3745
Email: debt_advisory@bofa.com Email:
ny.liabilitymanagement@citi.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
Deutsche Bank J.P. Morgan SE J.P. Morgan Securities Santander US Capital
Securities Inc. LLC Markets LLC
1 Columbus Circle Taunustor 1 383 Madison Avenue 437 Madison Avenue
New York, NY 10019 (TaunusTurm) New York, NY 10179 10th Floor
United States of America 60310 Frankfurt am Main United States of America New York, NY 10022
Germany United States of America
Attn: Liability Management Attn: Liability
Group Attn: Liability Management Management Group Attention: Liability
Toll free: (866) 627-0391 Group Collect: (212) 834-4818 Management Group
Collect: (212) 250-2955 Collect: +44 20 7134 2468 Toll-Free: (866) 834-4666 Fax: 212-407-0930
Email: Toll: 212-940-1442
Liability_Management_EM Toll-Free: 855-404-3636
EA@jpmorgan.com Email:
AmericasLM@santander.us
Barclays Bank PLC & BNP Paribas Securities Corp. ING Bank N.V.
Barclays Capital Inc.
The Tender and Information Agent for the Tender Offers is:
Global Bondholders 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 (855) 654-2014
Fax: +1 (212) 430-3775 or +1 (212) 430-3779
E-mail: contact@gbsc-usa.com
Tender Offer Website: https://gbsc-usa.com/registration/abi
Non-U.S. Distribution Restrictions
Italy. None of the Tender Offers, this announcement, the 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 24 February 1998, as amended (the "Financial Services Act")
and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 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 15 February 2018, as amended,
and Legislative Decree No. 385 of 1 September 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
Purchase.
United Kingdom. The communication of this announcement, 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 "authorised 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
Companies 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
announcement, the 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.
France. The Tender Offers are not being made, directly or indirectly, in the Republic of France
(other than to qualified investors as described below). This announcement, the Offer to
Purchase and any other document or material relating to the Tender Offers have only been,
and shall only be, distributed in the Republic of France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). None of this
announcement, the Offer to Purchase nor any other documents or materials relating to the
Tender Offers have been or will be submitted for clearance to the Autorité des marchés
financiers.
Belgium. None of this announcement, 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 or recognized 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 1 April 2007 on public takeover bids ("loi relative aux
offres publiques d'acquisition"/ "wet op de openbare overnamebiedingen"), as amended or
replaced from time to time. Accordingly, the Tender Offers may not be, and are not being,
advertised and the Tender Offers will not be extended and this announcement, the Offer to
Purchase and any other documents or materials relating to the Tender Offers (including any
memorandum, information circular, brochure or any similar documents) may not, have not, and
will not, be distributed or made available, 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 acting on their own account. 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 this announcement, 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
None of the Dealer Managers (nor any of their respective directors, officers, employees, agents
or affiliates) has any role in relation to any part of the Tender Offers made to Holders that are
not Relevant Holders, where "Relevant Holders" means:
(i) a Holder of the USD Notes; or
(ii) a Holder of GBP Notes or EUR Notes that is:
(a) if resident or located in a member state of the European Union (the "EU"), an "eligible
counterparty" or a "professional client", each as defined in Directive No. 2014/65/EU on markets
in financial instruments (as amended from time to time);
(b) if resident or located in the UK, an "eligible counterparty", as defined in the FCA
Handbook Conduct of Business Sourcebook, or a "professional client" as defined in point (8) of
Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018; or
(c) if resident or located in a jurisdiction outside of the EU and the UK, an institutional holder
under applicable local law and not a retail holder.
This announcement is for informational purposes only and is not an offer to sell or purchase, a
solicitation of an offer to purchase or a solicitation of consents with respect to any securities.
There will there be no sale of these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
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 that the Holder seek its
own financial and legal advice, including in respect of any tax consequences, immediately from
its stockbroker, bank manager, solicitor, 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 Companies, the Dealer Managers or their affiliates, their respective boards of
directors, the Tender and Information Agent, the trustee with respect to the USD 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 Companies have 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 Companies, the Dealer Managers, the Tender and Information
Agent to inform themselves about, and to observe, any such restrictions.
Anheuser-Busch InBev Contacts
Investors Media
Shaun Fullalove Fallon Buckelew
Tel: +1 212 573 9287 Tel: +1 310 592 6319
E-mail: shaun.fullalove@ab-inbev.com E-mail: fallon.buckelew@ab-inbev.com
Maria Glukhova Michaël Cloots
Tel: +32 16 276 888 Tel: +32 497 167 183
E-mail: maria.glukhova@ab-inbev.com E-mail: michael.cloots@ab-inbev.com
Cyrus Nentin
Tel: +1 646 746 9673
E-mail: cyrus.nentin@ab-inbev.com
Fixed Income Investors
Patrick Ryan
Tel: +1 646 746 9667
E-mail: patrick.ryan@ab-inbev.com
31 October 2023
JSE Sponsor: Questco Corporate Advisory Proprietary Limited
About Anheuser-Busch InBev (AB InBev)
AB 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). As a company,
we dream big to create a future with more cheers. We are always looking to serve up new ways to meet life's moments, move our industry forward and
make a meaningful impact in the world. We are committed to building great brands that stand the test of time and to brewing the best beers using the
finest ingredients. Our diverse portfolio of well over 500 beer brands includes global brands Budweiser®, Corona®, Michelob ULTRA® and Stella
Artois®; multi-country brands Beck's®, Hoegaarden® and Leffe®; 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 167,000 colleagues based in nearly 50 countries worldwide. For 2022, AB InBev's reported revenue was 57.8
billion USD (excluding JVs and associates).
Forward-Looking Statements
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" 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 risks and uncertainties relating to AB InBev that are described under Item 3.D of AB InBev's Annual Report
on Form 20-F filed with the SEC on 17 March 2023. Many of these risks and uncertainties are, and will be, exacerbated by any further worsening of
the global business and economic environment, the ongoing conflict in Russia and Ukraine and the Middle East and the COVID-19 pandemic. 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.
Date: 31-10-2023 11:17:00
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