Companhia de Bebidas das Americas - AmBev (ABV)

ABV » Topics » Merger of InBev Brasil into AmBev

This excerpt taken from the ABV 6-K filed Oct 14, 2005.

Merger of InBev Brasil into AmBev

The Extraordinary Shareholders Meeting of July 28, 2005 approved the merger of InBev Holding Brasil S.A. (“InBev Brasil”) into AmBev.

InBev Brasil’s merger is part of a process to streamline the corporate structure of InBev S.A. (“InBev”), and shall result in financial benefits to all AmBev shareholders. After the merger, the goodwill recorded by InBev Brasil, originated from (i) the contribution of Labatt Brewing Canada Holding Ltd. shares on August 27, 2004; and (ii) the acquisition of shares in AmBev under the mandatory public offering, whose auction was held on March 29, 2005, will be amortized by AmBev in up to 10 years, according to the Brazilian tax legislation. The goodwill existing in InBev Brasil totals R$8.5 billion.

Under Instruction 319 of the Brazilian Securities and Exchange Commission (“CVM”), the tax benefit in connection to the goodwill amortization in InBev Brasil will be capitalized into AmBev’s equity, for the benefit of InBev S.A., the shareholder of InBev Brasil, to the extent that AmBev takes such benefit. All AmBev’s shareholders have preemptive right to participate in the company’s capital increases whenever they take place. The subscription price will be determined at market value, as set by the Brazilian corporate legislation.

67



(A free translation of the original in Portuguese)

 

Unaudited

 

 

 

FEDERAL GOVERNMENT SERVICE

 

Brazilian Corporate Law

BRAZILIAN SECURITIES COMMISSION (CVM)

 

June 30, 2005

QUARTERLY INFORMATION - ITRs

 

 

TYPE OF COMPANY: COMMERCIAL, MANUFACTURING AND OTHER

 

 

 


01811-2          COMPANHIA DE BEBIDAS DAS AMÉRICAS-AMBEV          02.808.708/0001-07


 


05.01 – COMPANY’S PERFORMANCE IN THE QUARTER


For the benefit of all AmBev’s shareholders, InBev committed to capitalize, at the end of each year, 70% of the tax benefit resulting from the goodwill amortization. An amount equivalent to the remaining 30% non-capitalized tax benefit obtained will, whenever possible, be distributed to the AmBev shareholders as dividends or interest on net equity.

This excerpt taken from the ABV 6-K filed Aug 10, 2005.

Merger of InBev Brasil into AmBev

The Extraordinary Shareholders Meeting of July 28, 2005 approved the merger of InBev Holding Brasil S.A. (“InBev Brasil”) into AmBev.

InBev Brasil’s merger is part of a process to streamline the corporate structure of InBev S.A. (“InBev”), and shall result in financial benefits to all AmBev shareholders. After the merger, the goodwill recorded by InBev Brasil, originated from (i) the contribution of Labatt Brewing Canada Holding Ltd. shares on August 27, 2004; and (ii) the acquisition of shares in AmBev under the mandatory public offering, whose auction was held on March 29, 2005, will be amortized by AmBev in up to 10 years, according to the Brazilian tax legislation. The goodwill existing in InBev Brasil totals R$8.5 billion.

Under Instruction 319 of the Brazilian Securities and Exchange Commission (“CVM”), the tax benefit in connection to the goodwill amortization in InBev Brasil will be capitalized into AmBev’s equity, for the benefit of InBev S.A., the shareholder of InBev Brasil, to the extent that AmBev takes such benefit. All AmBev’s shareholders have preemptive right to participate in the company’s capital increases whenever they take place. The subscription price will be determined at market value, as set by the Brazilian corporate legislation.

For the benefit of all AmBev’s shareholders, InBev committed to capitalize, at the end of each year, 70% of the tax benefit resulting from the goodwill amortization. An amount equivalent to the remaining 30% non-capitalized tax benefit obtained will, whenever possible, be distributed to the AmBev shareholders as dividends or interest on net equity.


Second Quarter 2005 Results
August 10, 2005
Page 19

 

EXCERPTS ON THIS PAGE:

6-K
Oct 14, 2005
6-K
Aug 10, 2005
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