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Exhibit
10.1
Execution Version
Stichting
InBev
registered seat: Hof
plein, 20, NL 3022 AC Rotterdam, The Netherlands
To the Board of Directors of
Anheuser-Busch Companies, Inc. (“ Anheuser-Busch
”)
Dear Sirs,
| 1 |
We agree that Anheuser-Busch is a party to this letter and thus
has rights hereunder, including the right to enforce our
obligations set forth herein. |
| 2 |
We believe that the transactions contemplated by the Merger
Agreement are in the best interests of InBev NV (“
InBev ”), all of its shareholders and all of its other
stakeholders including its consumers, employees, wholesalers and
business partners and we therefore fully support the Merger
Agreement (as defined below) and undertake to do whatever lies
within our powers as a controlling shareholder of InBev to ensure
the consummation of the Merger Agreement. The combination of
Anheuser-Busch and InBev will create the global leader in the beer
industry and one of the world’s top five consumer products
companies. The expanded company will be geographically diversified,
with leading positions in key countries around the world and
balanced exposure to developed and developing markets. A
combination of Anheuser-Busch and InBev will result in significant
growth opportunities from leveraging the companies’ combined
brand portfolio, maximizing the combination’s unparalleled
global distribution network, and applying best practices across the
new organization. |
| 3 |
We understand that an Extraordinary Shareholders’ Meeting
will need to be convened in order to approve: |
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(i) |
the proposed acquisition by InBev, including by way of merger,
of shares and rights to shares in Anheuser-Busch (the “
Acquisition ”), in accordance with Article 23 of the
Articles of Association of InBev; |
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(ii) |
the “change of control” arrangements contained in
the USD 45,000,000,000 Senior Facilities Agreement for InBev and
InBev Worldwide S.A.R.L. (the “ Agreement ”) and
any similar arrangements to be contained in the related USD
5,600,000,000 Equity Bridge Facility, or in any other finance
documents related to these transactions, in accordance with Article
556 of the Belgian Companies Code; |
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(iii) |
the issuance of equity or equity-linked instruments or an
authorisation to the board of directors of InBev to issue equity or
equity-linked instruments, in view of financing or refinancing part
of the Acquisition; |
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(iv) |
any other resolutions that may be desirable, necessary or
appropriate in connection with the Acquisition. |
| 4 |
We hereby irrevocably and unconditionally agree and undertake
to: |
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(i) |
cause our representatives on the board of directors of InBev to
take all corporate action reasonably necessary (if required, by
using our right pursuant to Article 532 of the Belgian Companies
Code) to convene, as promptly as practicable after the execution of
this letter, an Extraordinary Shareholders’ Meeting and, in
case of any adjournment or postponement thereof, a new meeting or
any other meeting of InBev’s shareholders, which will resolve
on the above items (the “ EGM ”); |
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(ii) |
ensure that all our shares are represented at the EGM and cause
the shares held by those entities which are publicly disclosed,
pursuant to Belgian rules on major shareholding disclosure, as
acting in concert with us (the “ Concert Entities
”), are represented at the EGM, for the purposes of
establishing a quorum; |
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(iii) |
vote all our shares and cause the Concert Entities to vote all
their shares positively at the EGM, on the matters described in 3
above; |
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(iv) |
vote all our shares and cause the Concert Entities to vote all
their shares agai |
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