Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
30 8월 2013 - 7:02PM
Edgar (US Regulatory)
Filed by Ambev S.A.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Issuer: Ambev S.A.
Subject Company: Companhia de Bebidas das Américas—Ambev
(Commission File No.: 001-15194)
AMBEV S.A.
|
COMPANHIA DE BEBIDAS DAS AMÉRICAS – AMBEV
|
CNPJ No.
07.526.557/0001-00
|
CNPJ No. 02.808.708/0001-07
|
NIRE 35.300.368.941
|
NIRE 35.300.157.770
|
Further to the information provided in the registration statement on Form F-4 that was filed with the U.S. Securities and Exchange Commission (the “
Commission
”) on July 8, 2013 by Ambev S.A. (“
Newbev
”) relating to its stock swap merger (the “
Stock Swap Merger
”) with Companhia de Bebidas das Américas – Ambev [BM&FBOVESPA: AMBV4, AMBV3; NYSE: ABV, ABVc] (“
Ambev
” and, together with Newbev, the “
Companies
”), approved at shareholders’ meetings of the Companies held on July 30, 2013, the Companies hereby inform the market that the new common shares and American Depositary Shares (“
ADSs
”) of Newbev are now expected to commence trading on the São Paulo Stock, Commodities and Futures Exchange and the New York Stock Exchange, respectively, on or about November 14, 2013. The additional time required for commencement of trading of the Newbev common shares and ADSs is a result of the process conducted in Brazil to register Newbev as a Brazilian publicly-held, reporting corporation pursuant to the terms and in accordance with the deadlines set forth in Instruction No. 480 of the Brazilian Securities Commission (
Comissão de Valores Mobiliários
), dated December 7, 2009.
São Paulo, August 29, 2013.
Ambev S.A.
Nelson José Jamel
Chief Financial and Investor Relations Officer
|
Companhia De Bebidas das Américas – Ambev
Nelson José Jamel
Chief Financial and Investor Relations Officer
|
Additional Information and Where to Find It:
In connection with the Stock Swap Merger, on July 8, 2013 Newbev filed with the Commission a registration statement on Form F-4 that contains a prospectus. Investors and security holders of Ambev are urged to read carefully these materials, as well as any other relevant documents filed with the Commission as they become available, because they contain and will contain important information about the Companies and the Stock Swap Merger. The prospectus filed with the Commission on July 8, 2013 as part of the registration statement and any other documents filed by the Companies with the Commission, may be obtained free of charge at the Commission’s website at
www.sec.gov
or from Ambev.
Forward-Looking Statements:
Statements contained in this press release may contain information that is forward-looking and reflects management’s current view and estimates of future economic circumstances, industry conditions, company performance, and finance results. Any statements, expectations, capabilities, plans and assumptions contained in this press release that do not describe historical facts, such as statements regarding the declaration or payment of
dividends, the direction of future operations, the implementation of principal operating and financing strategies and capital expenditure plans, the factors or trends affecting financial condition, liquidity or results of operations, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. There is no guarantee that these results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
2
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