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E Leon Jimenes (ELJ) announced a strategic alliance with AmBev, the Brazilian subsidiary of Anheuser-Busch InBev NV, the world’s largest brewer. AmBev produces Brahma and Pepsi-cola and Seven Up in the Dominican Republic. CND will continue to operate under its name, with Franklin Leon as President and Alexandre Medicis as CEO.
“This strategic alliance with ELJ is a key step towards our dream of becoming the leading player in the Caribbean and Central America,” Alexandre Medicis, AmBev’s vice-president for Hispanic Latin America, said in the statement.
Diario Libre in its morning issue had reported that AmBev would be the winner of a bidder’s war between Heineken and AmBev and cited negotiations for US$3.5 billion for the stock. This is the largest buyout in the Dominican Republic ever.
In his official statement, Jose A. Leon, Chairman of ELJ’s board of directors: “After thorough consideration and analysis, we have found Ambev to be the ideal partner to enhance CND’s international growth in a fast-changing beverages industry”.
Upon closing of the transaction, Ambev Brasil Bebidas S.A. (“Ambev Brasil“) and ELJ will be the shareholders of Tenedora CND S.A., a holding company which will own 83.5% of the shares of CND, previously held by ELJ, and 100% of Ambev Dominicana S.A. (“Ambev Dominicana“), with Ambev Brasil owning an initial indirect 41.76% interest in CND.
The closing of the transaction is expected to take place in the second quarter of 2012.
The company reported that the combined entities would have had net revenues of approximately US$570 million in 2011 and are expected to have an estimated combined EBITDA for the first 12 months of operations of approximately US$190 million, which implies an EV/EBITDA multiple of approximately 13x. The transaction is also expected to be EPS accretive in the first year of operations and will not be subject to article 256 of Law No. 6,404/76 because ELJ’s stake in the holding company will be acquired by Ambev Brasil.
Separately, Ambev Brasil will acquire an additional stake in CND of 9.3%, which is currently owned by Heineken N.V. (“Heineken“), for U.S.$237 million at the closing date, at which point Ambev will own a total indirect interest of approximately 51% in CND.
As disclosed in the official announcement, Deutsche Bank and Lazard acted as financial advisors to Ambev, and ELJ was advised by Bank of America Merrill Lynch. Debevoise & Plimpton LLP and Pellerano & Herrera were legal counsel to Ambev, and Sidley Austin LLP, Pereyra & Asociados and Federico C. Alvarez advised ELJ.
CND produces and distributes several brands of beer and malt. Since 1929, the company has distinguished itself for its top quality products. Its beer portfolio includes Presidente, Presidente Light, Bohemia, Bohemia Light, The One, Hairoun, Kubuli, Wadadli, Brisa, Corona, Miller and Miller 64. The malt unit includes the brands Lowenbrau, Malta Morena and Vita Malt plus. The company also distributes locally Barcelo Rum. CND has plants in Santo Domingo, Dominica and Saint Vincent.