Brazil: AmBev intends to make a voluntary offer to purchase any and all outstanding shares Quinsa

Companhia de Bebidas das Américas – AmBev (“AmBev”) announced on December 21st that its board of directors has approved a plan to make a voluntary offer to purchase any and all Class A shares and Class B shares (including Class B shares held as American Depositary Shares (“ADSs”)) of its subsidiary Quilmes Industrial (Quinsa), Société Anonyme (“Quinsa”) that are not owned by AmBev or its subsidiaries. AmBev owns, directly and indirectly, approximately 97% of the voting interest and approximately 91% of the economic interest in Quinsa.

The draft offer to purchase and ancillary documentation will be promptly filed with the Commission de Surveillance du Secteur Financier in Luxembourg. The offer will be governed by general provisions of Luxembourg law and not fall within the scope of the Luxembourg law of May 10, 2006 implementing Directive 2004/25 EC on takeovers. The offer will also comply with applicable U.S. federal securities laws and regulations, including the disclosure requirements of Rule 13e-3, and will commence upon filing of the offer to purchase and ancillary documentation on Schedule TO with the U.S. Securities and Exchange Commission (“SEC”).

The offer will be made by AmBev and the purchase price will be U.S.$4.0625 per Class A share, U.S.$40.625 per Class B share (U.S.$81.25 per ADS), in cash (less any amounts withheld under applicable tax laws), without interest; provided, however, that in the event at least 5,968,722 Class B shares (including Class B shares held as ADSs) are tendered (and not validly withdrawn), the purchase price will be increased to U.S.$4.125 per Class A share, U.S.$41.25 per Class B share (U.S.$82.50 per ADS).

The offer will be subject to certain customary conditions that will be described in the offer to purchase, but there will be no minimum tender condition.

Furthermore, Arnhold and S. Bleichroeder, Punch Card Capital and Duma Capital Partners have agreed to sell to AmBev their shares totalling approximately a 3.22% economic interest in Quinsa.

AmBev has selected Credit Suisse Securities (USA) LLC to act as Dealer Manager for the offer. Innisfree M&A Incorporated will act as Information Agent and The Bank of New York will act as the Share Tender Agent (Luxembourg) and ADS Tender Agent (U.S.) in connection with the offer.

About InBev
InBev is a publicly traded company (Euronext: INB) based in Leuven, Belgium. The company's origins date back to 1366, and today it is the leading global brewer. InBev’s strategy is to strengthen its local platforms by building significant positions in the world's major beer markets through organic growth, world-class efficiency, targeted external growth, and by putting consumers first. InBev has a portfolio of more than 200 brands, including Stella Artois®, Brahma®, Beck’s®, Leffe® and Skol® - the third-largest selling beer brand in the world. InBev employs some 88 000 people, running operations in over 30 countries across the Americas, Europe and Asia Pacific. In 2006, InBev realized 13.3 billion euro of revenue.

About Quinsa
Quinsa is the largest brewer in Argentina, Bolivia, Paraguay and Uruguay, having a share of the Chilean market as well. It also is the Pepsi bottler in Argentina and Uruguay.

About AmBev
AmBev is the largest brewer in Brazil and in Latin America through its beer brands Skol, Brahma, Antarctica. AmBev also produces and distributes soft drink brands such as Guaraná Antarctica and Pepsi. AmBev has been present in Argentina since 1993 through Brahma.