ABI to Buy Rest of Grupo Modelo, Sells Crown
Brito tells BBD: No Change in US

FILED JUNE 29, 2012

Dear Client:

ABI announced that it has an agreement to buy the remaining 50% of Grupo Modelo for $20.1 billion. They also announced that they will sell Modelo's 50% of the Crown Imports joint venture to Constellation for $1.85 billion. Says ABI: "As a result, Grupo Modelo's brands will continue to be imported, marketed and distributed independently in the U.S. through Crown Imports on similar economic terms it receives today, while ABInBev will ensure the continuity of supply, quality of products and ability to introduce innovations. Crown Imports will continue to manage all aspects of the business, including making marketing, distribution and pricing decisions." The new importation agreement would be perpetual; but would also provide AB InBev with the right, but not the obligation, to exercise a call option every 10 years, subject to regulatory approval, at a multiple of 13 times Crown's EBIT from the Modelo brands.

BBD spoke briefly with AB InBev chief Carlos Brito this morning after the news broke. Brito stressed that ABI will continue to have "no insights" into Crown's US business, leaving all decisions on pricing, distribution, and marketing to Bill Hackett and his team. This presumably will grease the rails for regulatory approval. The deal is expected to close in the first quarter of 2013.

Says Brito:

"This combination in our view is the natural next step in the relationship between the two companies that has spanned more than twenty years -- for a long time, Harry. It's also a significant growth opportunity outside the US for combining two great portfolio of brands. Corona will join Budweiser as a global flagship brand, along with other brands like Stella Artois and Beck's. And Mexico is the world's fourth largest profit pool, and with the leading position of Grupo Modelo, that's a great market to have exposure to. It's the second strongest economy in Latin America. It's growing at 4+% in terms of GDP, and very favorable demographics."

I asked Brito how this will affect Crown distributors, and whether A-B distributors will get preference for the brands. "Before this transaction, we've never had insights into Grupo Modelo's business in the US. So by selling the 50% of Crown to Constellation, we will continue the position of having no insights into Grupo Modelo's business in the US. So that pretty much keeps the status quo...... In terms of the US, there will be no change. Crown will remain the sole importer of Grupo Modelo's brands. Crown will continue to have 100% decision making power on marketing, pricing, distribution, and route to market. And this is a perpetual agreement. AB InBev will just continue to provide the continuity of supply, quality of product, and the ability for them to introduce innovations. So no change in the US market."

The following is a note from Crown chief Bill Hackett to distributors:

I am pleased to announce that Crown Imports' continuing future as the exclusive importer of the Modelo brands in the U.S. has been secured under a new, perpetual importation agreement between Constellation Brands and Anheuser-Busch InBev.

This represents a change in Crown's current joint venture ownership. Crown will now become a wholly-owned subsidiary of Constellation. However, what won't be changing is either the Crown organization itself or our operational excellence as we continue our march down "The Road to 20." In fact, I fully expect that this will only enhance our competitive position and evolution as a major industry player.

This agreement provides certainty and continuity for Crown as well as our network of wholesaler partners. And, as I have stated many times before, the Crown organization is the best positioned company to lead our industry as we strive toward our Vision of capturing a twenty percent dollar share of the overall U.S. beer market. Crown will become much more than a traditional importer, as we will be solely responsible for the sales, marketing and distribution of the Modelo portfolio in the U.S.

Congratulations to you, our wholesaler partners! You have supported our business and driven the results that have led to this historic day!

Additional details regarding the transaction between Anheuser-Busch InBev and Constellation Brands, are included in the attached press release. You will see from the release that Constellation Brands announced it has signed a definitive agreement with AB InBev to purchase the remaining 50 percent interest in Crown Imports as AB InBev completes its proposed acquisition of Grupo Modelo. As a result, AB InBev will now own and operate the Modelo breweries in Mexico.

As a critical tenet of the Constellation transaction, Crown will continue as an independent competitor with long term exclusive supply of and licensing for the Modelo brands in the U.S. While AB InBev will ensure the continued quality and integrity of the Modelo products and packaging supplied from Mexico to meet Crown's needs, it is important to note that applicable regulatory considerations require that AB InBev continue not to have any influence or visibility into Crown's marketing, sales, pricing or distribution of the Modelo brands in the U.S.

As they are subject to regulatory review and approval, these transactions are expected to close during the first quarter of 2013.

Thanks again for your organization's extraordinary efforts in driving the industry leading results across the Crown portfolio to date.

We look forward to working with you and your teams in continuing to build our future together.

Good Selling,

Bill Hackett

More to come.... Stay tuned.

Until tomorrow, Harry

"I like not only to be loved, but also to be told I am loved."
-George Eliot

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