Item 8.01. Other Events.
On November 11, 2019, Craft Brew Alliance, Inc., a Washington corporation (the
"Company"), Anheuser-Busch Companies, LLC, a Delaware limited liability company
("ABC"), and Barrel Subsidiary, Inc., a Washington corporation and wholly owned
subsidiary of ABC ("Merger Sub"), entered into an Agreement and Plan of Merger
(the "Agreement"), pursuant to which Merger Sub will be merged with and into the
Company (the "Merger"), with the Company continuing as the surviving entity in
the Merger as a direct subsidiary of ABC.
Pursuant to the Agreement, the parties filed their notification and report forms
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, on
December 6, 2019. On December 26, 2019, the parties withdrew their notification
and report forms effective as of January 6, 2020. The parties refiled their
notification and report forms on January 6, with a new 30-day waiting period
commencing on the date of such refiling.
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Additional Information about the Merger and Where to Find It:
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. In
connection with the transaction, the Company filed with the SEC a definitive
proxy statement on Schedule 14A (the "Proxy Statement") on January 21, 2020, and
the Company and ABC jointly filed a transaction statement on Schedule 13e-3 (the
"Schedule 13e-3") on January 21, 2020. Following the filing of the Proxy
Statement and Schedule 13e-3 with the SEC, the Company mailed the Proxy
Statement and a proxy card to its shareholders on January 21, 2020 in connection
with the transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT ABC, THE
COMPANY, THE TRANSACTION AND RELATED MATTERS. Investors and security holders are
able to obtain free copies of the Proxy Statement and other documents filed with
the SEC by the Company and/or ABC through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders are able to obtain free
copies of the documents filed with the SEC by the Company in the Investor
Relations section of the Company's website at
www.craftbrewallianceinc.gcs-web.com or by contacting the Company's Investor
Relations at Investor.Relations@craftbrew.com or by calling 503-331-7270.
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Forward-Looking Statements:
Some of the statements in this communication are forward-looking statements (or
forward-looking information) within the meaning of applicable U.S. securities
laws. These include statements using the words "believe," "target," "outlook,"
"may," "will," "should," "could," "estimate," "continue," "expect," "intend,"
"plan," "predict," "potential," "project," "intend," "estimate," "aim," "on
track," "target," "opportunity," "tentative," "positioning," "designed,"
"create," "seek," "would," "upside," "increases," "goal," "guidance" and
"anticipate," and similar statements (including where the word "could," "may,"
or "would" is used rather than the word "will") and the negative of such words
and phrases, which do not describe the present or provide information about the
past. There is no guarantee that the expected events or expected results will
actually occur. Such statements reflect the current views of management of the
Company and are subject to a number of risks and uncertainties. These statements
are based on many assumptions and factors, including general economic and market
conditions, industry conditions, operational and other factors. Any changes in
these assumptions or other factors could cause actual results to differ
materially from current expectations. All forward-looking statements
attributable to the Company, or persons acting on its behalf, and are expressly
qualified in their entirety by the cautionary statements set forth in this
paragraph. Undue reliance should not be placed on such statements. In addition,
material risks that could cause actual results to differ from forward-looking
statements include: the inherent uncertainty associated with financial or other
projections, including depletions and shipments? the effect of out-of-stock
issues and lower contract brewing shipments; price increases; gross margin rate
improvement; the level and effect of SG&A expense; the effect of the class
action settlement; effective tax rate changes; the risk that the conditions to
the completion of the transaction (including the Company's ability to obtain the
shareholder approval required to consummate the merger and the timing of the
closing of the merger) may not be satisfied, or the regulatory approvals
required for the transaction may not be obtained on the terms expected or on the
anticipated schedule? the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger agreement?
unanticipated difficulties or expenditures relating to the transaction, the
response of business partners and retention as a result of the announcement and
pendency of the transaction? an inability to realize synergies and operating
efficiencies from the transaction within the expected timeframes or at all; the
integration between the Company and ABC may be more difficult, time consuming or
costly than expected; revenues following the transaction may be lower than
expected; the anticipated size of the markets and continued demand for ABC's
products and the impact of competitive responses to the announcement of the
transaction. Additional risks are described under the heading "Risk Factors" in
the Company's Annual Report on Form 10-K for the year ended December 31, 2018,
filed with the U.S. Securities and Exchange Commission (the "SEC") on March 6,
2019. Forward-looking statements speak only as of the date they are made. Except
as required by law, neither ABC nor the Company has any intention or obligation
to update or to publicly announce the results of any revisions to any of the
forward-looking statements to reflect actual results, future events or
developments, changes in assumptions or changes in other factors affecting the
forward-looking statements.
Participants in Solicitation:
The Company and certain of its respective directors, executive officers and
employees, and ABC and certain of its respective directors, executive officers
and employees, may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the solicitation of
the shareholders of the Company in connection with the transaction, including a
description of their respective direct or indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement described above
when it is filed with the SEC. Additional information regarding the Company's
directors and executive officers is also included in the Company's proxy
statement for its 2019 Annual Meeting of Shareholders, which was filed with the
SEC on April 10, 2019, or its Annual Report on Form 10-K for the year ended
December 31, 2018, which was filed with the SEC on March 6, 2019. These
documents are available free of charge as described above. Additional
information regarding ABC's directors and executive officers is also included in
its Annual Report on Form 20-F for the year ended December 31, 2018, filed with
the SEC on March 22, 2019.
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