To reach this conclusion, the Board of Directors took into consideration, among other factors, the opinion of its Corporate Practices Committee and the financial opinion that the Board received from Morgan Stanley & Co. LLC ("Morgan Stanley") pertaining to the proposed purchase price to be received by the shareholders of Grupo Modelo (other than Anheuser-Busch International Holdings, Inc.) who participate in the Tender Offer. In said opinion, of May 6, 2013, Morgan Stanley's opinion was that, on that date and based on certain assumptions, evaluations and limitations established in said opinion, the purchase price to be received in accordance to the offer of 9.15 dollars per Grupo Modelo share, as described in the Grupo Modelo and Anheuser-Busch InBev press releases, was fair for the shareholders (other than Anheuser-Busch International Holdings, Inc.) from a financial perspective.
Additionally, those directors that are also shareholders in the company, expressed their decision to participate in the Tender Offer, and they also stated that they have no conflict of interest with respect to the offer.
For their part, the non-independent Grupo Modelo directors designated by Anheuser- Busch International Holdings, Inc. manifested their conflict of interest.
Further, the Board of Directors made the resolution to call for a General Extraordinary
Shareholders Meeting to, once the aforementioned Tender Offer is settled, approve
selling the Piedras Negras brewery, which is property of Compañía Cervecera de Coahuila, S. de R.L. de C.V., and to grant the exclusive rights in perpetuity for the brewing, distribution, marketing and selling of certain Grupo Modelo brands in the U.S. in favor of Constellation Brands, Inc.
Transaction Website: www.globalbeerleader.com
Grupo Modelo, founded in 1925, is the leader in Mexico in beer production, distribution and marketing. It has a total annual installed capacity of 71.5 million hectoliters. Currently, it brews and distribut es 14 brands, including Corona Extra, the number one Mexican beer sold in the world, Modelo Especial, Victoria, Pacífico and Negra Modelo. It exports seven brands and is present in more than 180 countries. It is the importer of Anheuser-Busch InBev's products in Mexico, including Budweiser, Bud Light and O'Doul's. It also imports the Chinese Tsingtao Brand, the Danish beer Carlsberg, and Spanish beer Mahou Cinco Estrellas. Through a strategic alliance with Nestlé Waters, it produces and distributes in Mexico the bottled water brands Sta. María and Nestlé Pureza Vital, among others. Grupo Modelo trades in the Mexican Stock Exchange since 1994 with the ticker symbol GMODELOC and in 2011 it was included in its Sustainability Index. It also quotes as an ADR under the ticker GPMCY in the OTC markets and in Latibex in Spain as XGMD.
Investor Relations
Begoña Orgambide (52-55) 1103-5740
ir@gmodelo.com.mx www.gmodelo.mx
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