PART TWO: SUMMARY

The following summary highlights selected information from this prospectus and may not contain all the information that may be important to you. To understand the Stock Swap Merger more fully, you should read carefully this entire prospectus.

The Companies

Overview of Newbev

Newbev is a closely held, non-reporting Brazilian corporation indirectly controlled by ABI that holds Ambev shares. Newbev does not have any operating revenues. In addition, relative to Ambev’s much greater assets and liabilities, Newbev does not have any material assets or liabilities. The most relevant asset in Newbev’s balance sheet as of December 31, 2012 was a 0.5% ownership interest in Ambev’s capital stock, equal to 1.1% of the Ambev preferred shares, with a book value of R$1,274.7 million as of that date. As a result of the Contribution, which occurred on June 17, 2013, Newbev became the direct holder of 74.0% and 46.3% of the Ambev common shares and preferred shares, respectively, and accordingly Ambev’s direct controlling shareholder.

At a combined annual and extraordinary general shareholders’ meeting held on March 1, 2013, Newbev’s legal name was changed from InBev Participações Societárias S.A. to Ambev S.A. Newbev’s legal and corporate headquarters is located at Rua Dr. Renato Paes de Barros, 1017, 3rd floor, 04530-001, São Paulo, SP, Brazil, and its telephone number is +55 (11) 2122-1200.

Overview of Ambev

We are the largest brewer in Latin America in terms of sales volumes and one of the largest beer producers in the world, according to our estimates. We produce, distribute and sell beer, carbonated soft drinks, or CSD, and non-alcoholic and non-carbonated, or NANC, products in 16 countries across the Americas. We are one of the largest PepsiCo independent bottlers in the world.

We conduct our operations through three principal business segments:

 

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Latin America North, which includes our operations in Brazil, where we operate two divisions (the beer sales division and the CSD & NANC sales division), and our Hispanic Latin America, or HILA-Ex, operations, which includes our operations in the Dominican Republic, Saint Vincent, Antigua, Dominica, Guatemala (which also serves El Salvador and Nicaragua) and Peru and Ecuador (both of which became part of our Latin America South business segment starting in 2013);

 

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Latin America South, which includes our operations in Argentina, Bolivia, Paraguay, Uruguay, Chile and, starting in 2013, Peru and Ecuador; and

 

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Canada, represented by the operations of Labatt Brewing Company Limited, or Labatt, which includes domestic sales in Canada and some exports to the U.S. market.

 

The following map illustrates our three business segments as of March 31, 2013.

 

Business Strategy

We aim to continuously create value for our shareholders. The main components of our strategy to achieve this goal include:

 

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our people and culture;

 

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top line growth;

 

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building strong brands;

 

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excellence in route to market;

 

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permanent cost efficiency; and

 

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financial discipline.

 

Our People and Culture

We believe highly qualified, motivated and committed employees are critical to our long-term success. We carefully manage our hiring and training process with a view to recruiting and retaining outstanding professionals. In addition, we believe that through our compensation program, which is based both on variable pay and stock ownership, we have created financial incentives for high performance and results. Another core element of our culture is our distinguished managerial capability, which is characterized by (1) a hardworking ethos, (2) results-focused evaluations, (3) the encouragement of our executives to act as owners and not only as managers, (4) leadership by personal example, and (5) appreciation of field experience.

Top Line Growth

We are constantly seeking sustainable growth of our net revenues. For instance, in Brazil we have focused our efforts behind four main commercial strategies:

 

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innovation : we seek to expand the beer category and maintain a healthy pipeline of products through innovation in liquids, packaging and route to market to continue connecting with consumers in different consumption occasions;

 

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premium : we believe the weight of premium brands volume can grow in the Brazilian beer industry and we are working towards leading this growth through our portfolio of domestic and international premium brands;

 

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regional expansion : we have been investing to expand our presence in the North and Northeast regions of Brazil mainly due to the per capita consumption and market share growth opportunities. We focus on expanding our production capacity and executing our strong brands and route to market capabilities in those faster growing regions of Brazil; and

 

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returnable glass bottles : our commercial initiatives are focused on strengthening the on-premise channel ( e.g. , Nosso Bar franchise, micro events) and reintroducing returnable bottles into the off-premise channel ( e.g. , Pit Stop formats in supermarkets, 300 ml returnable glass bottle).

Building Strong Brands

We believe that building strong brands that connect and create enduring bonds with our consumers is a fundamental prerequisite to assure the sustainability of our business in the future. Our consumers are the reason for everything we do and we need to understand them, be close to them and connect them to our brands in order to build enduring ties with them. We bring together tradition and modernity in our product portfolio in a clear strategy to create value and insert our brands into the lives of our consumers.

Excellence in Route to Market

Delivering our brands to almost one million points of sale in Brazil is a very complex feature of our business. For several years, one of our main areas of focus has been to increase direct distribution

 

in major cities while still strengthening our third-party distribution system. In Brazil, for instance, instead of operating three legacy, parallel, single-brand systems (each dedicated to one of our major brands: Skol, Brahma and Antarctica), we have been shifting towards a multi-brand network of distributors committed to handling all of our brands. In addition, we are constantly seeking to improve our point of sale execution through new and creative measures. One of our key marketing initiatives was the introduction into the Brazilian market of our custom-made beverage refrigerators designed and built to chill beer and soft drinks to the optimal temperature for on-premise consumption. These refrigerators also work as effective marketing tools, as they are decorated with images related to our core brands.

Permanent Cost Efficiency

Cost control is one of the top priorities of our employees. Each of our departments must comply with its respective annual budget for fixed and variable costs. As a means of avoiding unnecessary expenses, we have designed a management control system inspired on “zero-base budgeting” concepts that requires every manager to build from scratch an annual budget for his/her respective department.

Financial Discipline

Our focus is not only on volumes and operating performance, but also on the disciplined management of our working capital and cash flow generation. Our objective is to maximize the return to our shareholders through a combination of payments of dividends and interest on shareholders’ equity, while at the same time keeping our investment plans and holding an adequate level of liquidity to accommodate the seasonality of our business and cope with often volatile and uncertain financial market conditions.

Ambev’s legal and corporate headquarters is located at Rua Dr. Renato Paes de Barros, 1017, 4th floor, 04530-001, São Paulo, SP, Brazil, and its telephone number is +55 (11) 2122-1200.

The Contribution

As a preliminary step to the Stock Swap Merger, on June 17, 2013 ABI caused two of its subsidiaries, Interbrew International B.V., or IIBV, and AmBrew S.A., or AmBrew, to contribute to Newbev, or the Contribution, all of the Ambev shares that were previously held directly in Ambev by those two subsidiaries - equivalent to a total of 1,301,666,481 Ambev common shares and 622,078,314 Ambev preferred shares - in consideration for new Newbev common shares that were issued by Newbev as part of a capital increase of this company. The Contribution was made for an amount of R$16,413,757,376.00, of which half was allocated to capital stock and the other half to capital reserves.

The equity ownership that all Ambev’s shareholders, including its minority shareholders, hold in Ambev immediately prior to the approval of both the Contribution and the Stock Swap Merger will be exactly the same as the total equity ownership that those shareholders will hold in Newbev immediately following the consummation of both those transactions. This means that no premium was ascribed to the Ambev shares representing a direct controlling interest in us that were contributed to Newbev by IIBV and AmBrew in the Contribution. Consequently, the Contribution has no dilutive effect to Ambev’s shareholders, including its noncontrolling shareholders.

 

Similarly, in order to ensure that shareholders’ equity ownership in Ambev remains unchanged after the transactions described in this prospectus, a reverse stock-split of Newbev was approved at a subsequent order of the day during the same Newbev shareholders’ meeting that approved the Contribution, so that the number of shares in Newbev’s capital stock can be proportional to the number of shares in Ambev’s capital stock after the Contribution. This proportionality between the capital stocks of both companies following the Contribution is important to allow the total number of Newbev common shares outstanding immediately after the Stock Swap Merger to match the total number of Ambev shares outstanding immediately prior to that transaction, taking into account the Stock Swap Merger’s exchange ratio of five newly issued Newbev common shares for each Ambev common or preferred share exchanged.

As a result of the Contribution and the referred reverse stock-split, and until the Stock Swap Merger is approved:

 

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Newbev’s capital stock is equal to R$8,455,939,990.00 divided into 9,693,597,815 Newbev common shares, without par value;

 

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Newbev is the direct controlling shareholder of Ambev with 74.0% and 46.3% of the Ambev common shares and preferred shares, respectively; and

 

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IIBV and AmBrew are the direct holders of all of Newbev’s common shares.

Terms of the Stock Swap Merger

Pursuant to the terms of the Stock Swap Merger:

 

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holders of common shares or preferred shares of Ambev will receive five new common shares, no par value, of Newbev in exchange for each Ambev common or preferred share they hold; and

 

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holders of common or preferred ADSs of Ambev will receive five new ADSs of Newbev, each representing the right to receive one Newbev common share, in exchange for each Ambev common or preferred ADS they hold.

 

The following diagram sets forth the corporate structure of Ambev and Newbev after the recently completed Contribution but before the Stock Swap Merger, and after both those transactions.

 

Effects of the Stock Swap Merger

As a result of the Stock Swap Merger:

 

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we will become a company with a single-class share structure comprised exclusively of voting common stock;

 

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your equity ownership in Newbev following the consummation of the Stock Swap Merger will be the same as the total equity ownership you held in Ambev immediately before the transaction is consummated;

 

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based on the number of Ambev common and preferred shares subject to the Stock Swap Merger on June 12, 2013 and the Stock Swap Merger’s exchange ratio of five new Newbev common shares for each and every Ambev common or preferred share surrendered, Newbev will issue 5,967,838,305 new Newbev common shares, assuming no exercise of appraisal rights;

 

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based on the number of Ambev common and preferred shares subject to the Stock Swap Merger on June 12 , 2013 and the Stock Swap Merger’s exchange ratio of five new Newbev common shares for each and every Ambev common or preferred share surrendered, Newbev’s new capital stock following the Contribution and the Stock Swap Merger will be equal to R$56,983,340,778.38 divided into 15,661,436,120 Newbev common shares, without par value, assuming no exercise of appraisal rights and no additional stock issuances by Newbev until the Ambev EGM;

 

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Ambev will become a wholly-owned subsidiary of Newbev, and Newbev’s interest in the net book value and net income (loss) of Ambev will therefore increase to 100%;

 

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as the Stock Swap Merger will not cause Ambev to merge with and into Newbev, Newbev will not be the legal successor to the rights and obligations of Ambev unless and until the subsequent upstream merger of Ambev with and into Newbev is effected (see “Part Five: The Stock Swap Merger—Plans and Proposals”);

 

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a greater number of Newbev common shares and ADSs will be listed on the BM&FBOVESPA and the NYSE, respectively, as compared to the number of Ambev shares and ADSs currently listed on those stock exchanges;

 

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the Ambev common and preferred shares are expected to be deregistered under the Exchange Act and Ambev will no longer file annual reports on Form 20-F or furnish reports on Form 6-K to the SEC;

 

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the Ambev common and preferred ADSs will be delisted from the NYSE, the Ambev common and preferred shares will be delisted from the BM&FBOVESPA and Ambev will be deregistered with the CVM; and

 

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Newbev will become subject to the reporting requirements of the Exchange Act, the Brazilian Corporation Law and the rules of the CVM and, consequently, shall file annual reports on Form 20-F and furnish to the SEC on Form 6-K the reports that it may file in Brazil with the CVM or the BM&FBOVESPA.

Purpose of and Reasons for the Stock Swap Merger

Due to the following factors, we believe that the Stock Swap Merger may promote several benefits for us and our shareholders, including a resulting company with improved trading liquidity, enhanced corporate governance standards and increased flexibility for management of our capital structure:

 

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by having a single-class share structure comprised exclusively of common shares:

 

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our corporate governance will become more aligned with that of our principal global peers that also have a single-class share structure, including, among others, The Coca-Cola Company, PepsiCo Inc., Diageo plc and Anheuser-Busch InBev N.V./S.A.;

 

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we expect that the liquidity of the Newbev common shares and ADSs will be greater than the liquidity of Ambev’s two separate share classes and respective ADSs;

 

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we expect that Newbev’s shareholder base will be larger than that of Ambev, as Newbev will become eligible for investment by certain institutional investors who are restricted from investing in non-voting shares, such as the Ambev preferred shares, or in companies having more than one share class, such as Ambev;

 

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we expect that our shares will have a greater participation in certain stock indices, such as the IBOVESPA Index (the BM&FBOVESPA’s most known stock index), due to the fact that the weight of a given stock on most stock indices is a function of its trading volume and, with the consolidation of our two share classes into a single share class, all our free float shares will belong to the same share class, as a result of which it is expected that their trading volume should increase; this contrasts with the current scenario where Ambev’s free float is split into two share classes, with the preferred shares being more liquid than the common shares (currently Ambev’s largest share class) because of greater ownership concentration in the latter with our controlling shareholders ( i.e. , as of March 31, 2013, Ambev’s common shares accounted for 56.1% of the company’s share capital and only 8.9% of those common shares were free float shares);

 

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with the expected increase in the participation of our shares on the IBOVESPA Index, investment funds that track those indices would be required to purchase additional shares in us to adjust their portfolio to reflect our expected increased participation on that stock index, thereby increasing demand for our shares; and

 

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we expect that it will be possible to increase the flexibility for management of our capital structure, including by potentially increasing our payout capacity;

 

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by having all of the Ambev preferred shares converted into Newbev common shares, our shareholders will benefit from enhanced corporate governance standards resulting from the widespread availability to all our shareholders of certain shareholder rights under the Brazilian Corporation Law that are only available to common shareholders, such as full voting rights and the right to be included in a mandatory change of control tender offer under the Brazilian Corporation Law that ensures that holders of common shares are offered 80% of the price per share paid to a selling controlling shareholder in the event of a disposition of Newbev’s control; and

 

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because Newbev’s bylaws will provide for certain corporate governance enhancements not currently provided for under Ambev’s bylaws, such as a higher minimum mandatory dividend and the required presence of two independent members on the Board of Directors, our shareholders will enjoy enhanced corporate governance standards once they become shareholders of Newbev following the Stock Swap Merger, as their investment in us will then be governed by Newbev’s improved bylaws.

Considerations for Noncontrolling Shareholders

Despite the benefits of, and reasons for, the Stock Swap Merger, noncontrolling shareholders should consider the following factors when analyzing the transaction:

 

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after the Stock Swap Merger, our ultimate controlling shareholders, ABI and FAHZ, will continue to have voting control over us and our Board of Directors;

 

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because the exchange of Ambev preferred shares for new Newbev common shares resulting from the Stock Swap Merger will cause Ambev’s dual-class share structure to be converted into a single-class share structure comprised exclusively of voting common shares, holders of Ambev common shares, including our controlling shareholders, will experience a dilution of their voting power in us as compared to the voting power they have in Ambev prior to the Stock Swap Merger;

 

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holders of Ambev preferred shares (including in the form of ADSs) are not entitled to appraisal rights in connection with the Stock Swap Merger;

 

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because the Depositary will not exercise appraisal rights on behalf of Ambev common ADS holders, those holders will have to surrender their Ambev common ADSs and withdraw in Brazil the respective Ambev common shares underlying such ADSs prior to the expiration of the 30-day appraisal rights exercise period if they intend to exercise appraisal rights; and

 

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while the exchange of Ambev preferred shares for Newbev common shares will provide Ambev preferred shareholders with certain rights under the Brazilian Corporation Law that are inherent to common shares and that they currently do not enjoy, including (1) full voting rights, (2) the right to be included in a statutory change of control tender offer in the event of a disposition of Newbev’s control, and (3) the right to participate in a voting block representing at least 10% of the Newbev common shares to elect one member and respective alternate to our Fiscal Council without the participation of the controlling shareholders, they will lose certain special rights that their Ambev preferred shares currently confer to them, including:

 

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enhanced dividend distribution rights requiring that dividends paid in respect of the Ambev preferred shares be 10% greater than those payable in respect of the Ambev common shares;

 

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priority in capital reimbursement relative to the Ambev common shares upon a liquidation of Ambev; and

 

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the right to elect one member and respective alternate to our Fiscal Council by means of a separate class vote of preferred shareholders.

Approval of the Stock Swap Merger

Under the Brazilian Corporation Law, an affirmative vote of holders representing at least half of the issued and outstanding Ambev common shares is required to approve the Stock Swap Merger.

As a result of the Contribution, Newbev became the direct holder of 74.0% of the Ambev common shares, which at the time of the Ambev EGM will form a 91.1% aggregate interest in the Ambev common shares when considered together with the 17.1% interest in those shares that are currently held by FAHZ. However, neither Newbev nor FAHZ will vote their Ambev common shares to approve the Stock Swap Merger, unless a majority of the minority-held Ambev common and preferred shares present at the Ambev EGM, as separate classes and without the participation of our controlling shareholders, are each in favor of the transaction pursuant to the special voting procedures

 

for minority shareholder protection that will be adopted for that shareholders’ meeting. If the majority of those minority-held Ambev common and preferred shares, as separate classes and without the participation of our controlling shareholders, are each in favor of the Stock Swap Merger, Newbev and FAHZ will vote their Ambev common shares in favor of the transaction only so that the deliberation to approve it complies with applicable minimum quorum requirements under the Brazilian Corporation Law. If the majority of the minority-held shares in either of those share classes are not in favor of the transaction, Newbev and FAHZ will either vote their Ambev common shares against it or abstain from voting, in order to uphold the opinion on the Stock Swap Merger that the majority of the minority-held Ambev common and preferred shares shall express, as separate classes and without the participation of our controlling shareholders, at the Ambev EGM.

In addition, an affirmative vote of holders representing at least a majority of the Newbev common shares present at a duly convened extraordinary general shareholders’ meeting of Newbev to vote on the Stock Swap Merger is required to approve the transaction. However, all of the issued and outstanding Newbev common shares are beneficially owned by ABI, which has advised us that it will vote all its Newbev common shares in favor of the transaction, provided that it is approved by the required vote of Ambev’s shareholders at the Ambev EGM. The shareholders’ meeting of Newbev to vote on the Stock Swap Merger is scheduled to be held on July 30, 2013, the same day of the Ambev EGM.

In addition, the approval by the BM&FBOVESPA and the NYSE for the listing of the Newbev common shares and ADSs, respectively, to be delivered in the Stock Swap Merger must be obtained for those securities to be traded by their holders on those stock exchanges. Although this approval is important for holders of our shares and ADSs to be able to freely trade the Newbev securities they will receive in the Stock Swap Merger and is expected to be obtained on or about the date the transaction is consummated, it is not a condition to the completion of the transaction.

Special Voting Procedures for Minority Shareholder Protection

Although under the Brazilian Corporation Law preferred shares do not have voting rights in connection with mergers and corporate restructurings in general, at the Ambev EGM minority holders of Ambev preferred shares (including in the form of ADSs) will be asked in an exclusive poll of preferred shareholders if they are against the Stock Swap Merger. If a majority of the minority-held Ambev preferred shares participating in the preferred shareholders’ poll is against the Stock Swap Merger, then Newbev and FAHZ will vote their Ambev common shares against the transaction and, consequently, it will not be approved.

If a majority of the minority-held Ambev preferred shares participating in the preferred shareholders’ poll is not against the Stock Swap Merger, then the transaction will be submitted to a vote of minority holders of Ambev common shares (including in the form of ADSs). At that point, if a majority of the minority-held Ambev common shares present and voting at the Ambev EGM votes against the Stock Swap Merger, then the transaction will not be approved.

None of ABI, FAHZ or the Affiliated Holders will use the Ambev preferred or common shares beneficially owned by them to vote in favor or against the Stock Swap Merger in the preferred shareholders’ poll or the minority common shareholder vote on the transaction. In addition, none of their Ambev shares will be included in the quorum of shares eligible to participate in the preferred shareholders’ poll or the minority common shareholder vote on the Stock Swap Merger.

 

Further, abstentions will not be counted as votes for or against the Stock Swap Merger at the preferred shareholders’ poll or the minority common shareholder vote on the Stock Swap Merger or on any other matter subject to deliberation at the Ambev EGM. They will also not be counted in the quorum of shares eligible to participate in the preferred shareholders’ poll or the minority common shareholder vote on the Stock Swap Merger.

Therefore, the Stock Swap Merger will only be approved if a majority of the minority-held Ambev common shares present and voting at the Ambev EGM votes in favor of the transaction, provided that it has not been rejected by a majority of the minority-held Ambev preferred shares participating in the preferred shareholders’ poll. Only in such a case will Newbev and FAHZ vote their Ambev common shares to approve the Stock Swap Merger, and they will do so only to ensure that the deliberation to approve the transaction complies with applicable minimum quorum requirements under the Brazilian Corporation Law.

The Ambev EGM

The Ambev EGM will be held on July 30, 2013, at 10:00 a.m. local time, at Ambev’s principal executive offices at Rua Dr. Renato Paes de Barros, 1017, 4th floor, São Paulo, SP, Brazil.

A quorum comprised of at least two -thirds of the issued and outstanding common shares of Ambev is necessary to open the Ambev EGM. Because as a result of the Contribution Newbev became the direct holder of 74.0% of the Ambev common shares, the presence of Newbev at the Ambev EGM will be sufficient to establish a quorum to open the meeting.

To participate in the Ambev EGM, direct holders of Ambev common and preferred shares must either appear at the meeting in person or grant an appropriate power of attorney to another Ambev shareholder or a Brazilian attorney. Any such powers of attorney must have been issued, at most, one year prior to the Ambev EGM and must be certified by a notary public and, if executed outside Brazil, consularized by the Brazilian consulate located in the domicile of the grantor. A shareholder that is a legal entity shall be represented by its duly appointed legal representatives.

Powers of attorney granted by Ambev shareholders for their representation at the Ambev EGM must be deposited at Ambev’s principal executive offices at Rua Dr. Renato Paes de Barros, 1017, 4th floor, 04530-001, São Paulo, SP, Brazil, preferably at least three business days prior to the Ambev EGM. Powers of attorney observing the same formalities described above will also be required for any proxies that Ambev’s preferred shareholders may wish to appoint to attend and participate on their behalf at the Ambev EGM and in the preferred shareholders’ poll concerning the Stock Swap Merger.

We urge Ambev shareholders to consult Brazilian counsel when preparing any such powers of attorney (or related revocation instruments) to ensure that they comply with basic Brazilian legal requirements, as Ambev cannot, and will not, accept any forms that do not comply with those requirements.

Holders of Ambev shares wishing to attend the Ambev EGM and who hold shares through the Fungible Custody of Registered Shares of Brazilian Stock Exchanges must provide a statement containing their corresponding equity interest in Ambev dated within 48 hours of the Ambev EGM.

 

In accordance with the Brazilian Corporation Law, there is no record date for Ambev shareholders who hold their Ambev shares directly to attend and vote at the Ambev EGM. Those Ambev shareholders who are listed on the share registry of Ambev on the date of the meeting will be entitled to participate in and vote at the Ambev EGM.

If you are a direct holder of Ambev shares, none of Newbev, Ambev, any of their affiliates or any members of their respective boards of directors or the boards of directors of those affiliates is soliciting any proxy from you or requesting that you send a proxy or its equivalent to any of them. The foregoing discussion of the procedures for voting your Ambev shares at the Ambev EGM has been provided for your convenience only. We urge you to consult Brazilian counsel with any questions on your voting rights and related procedures for the Ambev EGM.

Ambev ADS holders are not entitled to attend the Ambev EGM. Instead, Ambev ADS will be represented at the Ambev EGM by the Depositary, which will vote the Ambev shares underlying the Ambev ADSs held by those holders as instructed by them. Ambev ADS holders of record as of the close of business, local time, on July 1, 2013 will be entitled to instruct the Depositary as to how to vote the Ambev shares underlying their Ambev ADSs at the Ambev EGM. Those holders will receive in the mail information from the Depositary explaining what they have to do in order to provide the Depositary with instructions on how to vote the Ambev shares underlying their Ambev ADSs at the Ambev EGM. Those Ambev ADS holders of record should provide the Depositary with clear voting instructions by no later than the applicable cut-off date for receipt of voting instructions by the Depositary to allow the Depositary sufficient time to record the instructions provided and vote the Ambev shares underlying the relevant Ambev ADSs in accordance with those instructions.

Appraisal Rights

Holders of Ambev preferred shares (including in the form of Ambev ADSs) are not entitled to appraisal rights in connection with the Stock Swap Merger, because those shares meet certain liquidity and dispersion criteria under the Brazilian Corporation Law that exempts Ambev from extending appraisal rights to dissenting preferred shareholders of the transaction.

According to Section 137 of the Brazilian Corporation Law, persons who were holders of record of Ambev common shares continuously since December 7, 2012, the date of publication of the first press release on the Stock Swap Merger, until the relevant appraisal rights exercise date are entitled to appraisal rights in connection with the Stock Swap Merger until the expiration of a period that ends 30 days after the publication of the minutes of the Ambev EGM, as long as they submit their requests by this date and do not vote in favor of the Stock Swap Merger at the Ambev EGM. Holders of Ambev common shares who exercise this right will receive from Ambev a cash amount for their Ambev common shares equal to R$9.231 per Ambev common share, calculated in accordance with the Brazilian Corporation Law as the book value per share of Ambev’s shareholders’ equity as set forth in Ambev’s balance sheet as of December 31, 2012.

The Depositary will not exercise appraisal rights on behalf of holders of Ambev common ADSs. However, persons who held Ambev common ADSs continuously since December 7, 2012 will be able to exercise appraisal rights if they surrender their Ambev common ADSs and withdraw in Brazil the respective Ambev common shares underlying those ADSs prior to the Ambev EGM. After completing this procedure, those former Ambev common ADS holders may participate in the Ambev

 

EGM and exercise their appraisal rights as any other direct holder of Ambev common shares. Holders of Ambev common ADSs who surrender their ADSs to withdraw the underlying Ambev common shares in order to participate in the Ambev EGM and exercise appraisal rights in Brazil must obtain a statement from their broker to confirm that they held their Ambev common ADSs continuously since December 7, 2012 until the date of surrender of those securities to the Depositary. In addition, if the surrender of those ADSs occurs after the Ambev EGM and prior to the expiration of the 30-day appraisal rights exercise period, all former holders of the surrendered Ambev common ADSs and ADRs must provide an affidavit confirming that they have not submitted instructions to the Depositary to vote in favor of the Stock Swap Merger. In addition, registered holders of Ambev ADSs who exercise appraisal rights in accordance with the procedures outlined above must provide an affidavit confirming that they held their Ambev common ADRs continuously since December 7, 2012 until the date of surrender of those securities.

Valuation Reports

Valuation of the Ambev Common and Preferred Shares

In compliance with Sections 8 and 252 of the Brazilian Corporation Law, Newbev retained the specialized firm Apsis Consultoria Empresarial Ltda., or Apsis, to prepare a valuation report to appraise the value, based on stock exchange trading prices, of the Ambev common and preferred shares that will be surrendered to Newbev by Ambev’s shareholders (and therefore merged into Newbev’s asset base) as a result of the Stock Swap Merger, or the Ambev Shares Valuation Report. The purpose of the Ambev Shares Valuation Report is to verify whether the value of the Ambev shares to be surrendered to Newbev in the Stock Swap Merger supports the amount of the capital increase that Newbev will experience as a result of this transaction. When calculating the value of the Ambev shares subject to the Stock Swap Merger, Apsis took into account their trading prices on the BM&FBOVESPA during 30 consecutive trading sessions starting on March 15, 2013 and ending on April 26, 2013 (inclusive), which is the effective date ( data base ) of the valuation report. Pursuant to the Ambev Shares Valuation Report, the weighted average price of the Ambev shares that will be surrendered to Newbev as a result of the Stock Swap Merger is equal to R$81.314872 per Ambev common or preferred share, and supports a capital increase of Newbev as of April 26, 2013 of R$97,041,737,123.64. An English-language translation of the full text of the Ambev Shares Valuation Report has been included as Annex C to this prospectus and is also included in the Stock Swap Merger Agreement that has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Market Value of Ambev’s and Newbev’s Net Equity

In compliance with Section 264 of the Brazilian Corporation Law, Ambev and Newbev retained Apsis to prepare a valuation report of the market value of Ambev’s and Newbev’s net equity under the same criteria and as of a same date, or the Net Equity Valuation Report. The market value of a company’s net equity, as provided under Section 264 of the Brazilian Corporation Law, may be viewed as a proxy for its liquidation value as if all its assets and liabilities were liquidated at their fair market value on a same given date. Based on the market value of the net equity of Ambev and Newbev, as appraised by the Net Equity Valuation Report of Apsis, an exchange ratio of Ambev shares for Newbev common shares was calculated. The purpose of calculating such exchange ratio is to provide Ambev’s noncontrolling shareholders with a parameter against which to evaluate the Stock Swap

 

Merger’s exchange ratio and to determine whether to dissent from the shareholder vote and, in the case of the Ambev common shareholders, whether to exercise appraisal rights. According to the Net Equity Valuation Report of Apsis, as of December 31, 2012: (1) the market value of Ambev’s net equity is R$29,176.5 million, or R$9.330767 per Ambev common or preferred share, and (2) the market value of Newbev’s net equity is R$18,097.8 million, or R$1.866991 per Newbev common share. As a result, based on the market value of Ambev’s and Newbev’s net equity, as determined in the Net Equity Valuation Report of Apsis under the same criteria and as of a same date ( i.e. , December 31, 2012), the ratio to exchange Ambev common or preferred shares for Newbev common shares would be 4.997757 Newbev common shares for each Ambev common or preferred share. An English-language translation of the full text of the Net Equity Valuation Report has been included as Annex D to this prospectus.

The valuation reports of Apsis are not intended to be, and do not constitute, a recommendation or opinion to Newbev, Ambev or any shareholder of those companies as to any matters relating to the Stock Swap Merger, including as to how shareholders should vote on the transaction. We urge you to read carefully the summary of these reports that are set forth in “Part Five: The Stock Swap Merger—Principal Transaction Documents—The Apsis Valuation Reports,” as well as the full text of the reports included as Annex C and Annex D to this prospectus.

Financial Advisors

N M Rothschild & Sons (Brasil) Limitada has acted as a financial advisor to Ambev for the main purpose of assisting Ambev’s management with the analysis of potential deal structures, and their related impacts to Ambev and its shareholders, in connection with a proposed recapitalization of Ambev aimed at converting its current dual-class share structure into a single-class share structure comprised exclusively of voting common shares.

Banco Itaú BBA S.A. has acted as a financial advisor to Ambev for the main purpose of providing Ambev’s management with intelligence on the market’s view of the proposed Stock Swap Merger and related corporate transactions, including by monitoring significant fluctuations in Ambev’s shareholder base throughout the process of implementing those transactions.

Both financial advisors assisted Ambev with the review and discussion of the principal transaction documents from a financial advisor’s perspective and provided the company with other customary financial- and market-related advice for restructurings such as the one being contemplated at the time.

 

Timetable for the Stock Swap Merger

 

Meeting of the Board of Directors of Ambev to analyze the Stock Swap Merger Agreement			May 10, 2013
Meeting of the Fiscal Council of Ambev to analyze the Stock Swap Merger			May 10, 2013
Announcement of the complete terms of the Stock Swap Merger pursuant to CVM Instruction No. 319/99			May 10, 2013
Record date of Ambev ADS holders eligible to receive voting cards			July 1, 2013
Notice of the Ambev EGM published in Valor Econômico and Diário Oficial do Estado de São Paulo			June 28, 2013
Mailing of prospectus to holders of Ambev ADSs			on or about July 8, 2013
Cut-off date for receipt of voting cards by the Depositary			July 25, 2013
Ambev EGM held			July 30, 2013
Beginning of appraisal rights exercise period			August 1, 2013
End of appraisal rights exercise period			August 30, 2013
Expected last day of trading of Ambev shares on the BM&FBOVESPA and of Ambev ADSs on the NYSE			on or about August 30, 2013
Expected first day of trading of new Newbev common shares on the BM&FBOVESPA and of new Newbev ADSs on the NYSE			on or about September 2, 2013
Credit of new Newbev common shares with the Brazilian custodian			on or about September 5, 2013
Depositary begins to deliver Newbev ADSs upon surrender of Ambev ADSs			on or about September 6, 2013

Management

Newbev’s Board of Directors is currently composed of three members, with Mr. Jean-Louis Julien Van de Perre as Chairman, and Ms. Isabela Gerjoi Bezerra de Souza and Ms. Ann Malcy Christine Randon as directors. These directors are employees and/or affiliates of ABI.

Following the Ambev EGM, a shareholders’ meeting of Newbev will be held to elect its new Board, which will be composed of a total of ten members, who are the current ten members of Ambev’s Board of Directors. Approximately 30 days after the Newbev common shares and ADS start trading on the BM&FBOVESPA and the NYSE, respectively, an extraordinary general shareholders’ meeting of Newbev will be called to elect a new Board of Directors for this company. This new Board will include the two new independent directors in addition to nine other directors, who are expected to be appointed from Ambev’s current Board of Directors. This second election of directors for Newbev will be conducted to ensure that all the new members of the full Board of Directors of Newbev who will manage the company following the Stock Swap Merger, if approved, are not appointed by IIBV and AmBrew before that transaction is consummated and, therefore, while those two entities are Newbev’s sole shareholders. It is expected that the term of office of the new members to be elected to Newbev’s Board of Directors after the consummation of the Stock Swap Merger will expire with Newbev’s 2016 Annual General Shareholders’ Meeting.

 

Newbev currently has two executive officers, with Mr. Ricardo Gonçalves Melo as investor relations officer and Ms. Daniela Rodrigues Lopes as a general executive officer. These executive officers are employees of Ambev.

As soon as reasonably practicable following the Ambev EGM, a meeting of Newbev’s ten-member Board of Directors to be elected at a shareholders’ meeting of Newbev following the Ambev EGM will be held to replace Newbev’s two current executive officers with eleven new executive officers, all of whom are the current executive officers of Ambev and have their mandates as Ambev executive officers expiring on December 31, 2013. It is expected that the term of office of the new executive officers of Newbev to be elected after the Ambev EGM will expire in 2016.

Stock Exchange Matters

If the Stock Swap Merger is approved, we expect that the Newbev common shares and ADSs issued in connection with the Stock Swap Merger will be listed and admitted to trading on the BM&FBOVESPA and NYSE, respectively, on or about the date the transaction is consummated. The Newbev common shares and ADSs are expected to trade on the BM&FBOVESPA and NYSE under the ticker symbols “ABEV3” and “ABEV,” respectively.

After the consummation of the Stock Swap Merger, the Ambev common and preferred shares will be delisted from the BM&FBOVESPA and the Ambev ADSs will be delisted from the NYSE.

Accounting Treatment of the Contribution and the Stock Swap Merger

Under IFRS, as issued by the IASB, the Contribution has been accounted for as a combination of entities under common control using the predecessor value method. Under the predecessor value method, the book values used to record assets and liabilities are those in the consolidated financial statements of ABI, the ultimate parent or the highest level of common control where consolidated financial statements are prepared ( i.e. , ABI accounting basis). As a result of the completion of the Contribution, the consolidated financial position and results of operations of Newbev include the historical Ambev financial statements in addition to certain purchase accounting adjustments recognized by ABI, our ultimate parent company, upon its acquisition of Ambev in 2004 and subsequent additional investments. Such purchase accounting adjustments relate to goodwill, fair value adjustments on property, plant and equipment and related deferred tax effect. The Newbev Predecessor combined financial statements reflect such predecessor value method accounting and have been included elsewhere in this prospectus. These Newbev Predecessor combined financial statements are the historical consolidated financial statements of Newbev after the Contribution, after giving retroactive effect in earnings per share to the number of Newbev common shares outstanding immediately after the Contribution.

The Newbev Predecessor combined financial statements reflect the consolidation of Ambev, with the equity interest in Ambev not owned by ABI being shown as a noncontrolling interest. The exchange of shares in the Stock Swap Merger will be considered a transaction with noncontrolling interests that does not result in the loss of control, and will be accounted for as an equity transaction. The value of the Newbev common shares issued in the Stock Swap Merger will be recorded on Newbev’s capital stock and capital reserve accounts in equity, thus increasing flexibility for management of our capital structure. An offsetting amount equal to the difference between the value of

 

the new Newbev common shares issued by Newbev and the carrying value of the Ambev shares acquired by Newbev will be recorded in an equity reserve account on Newbev’s balance sheet, in which case Newbev’s shareholders’ equity value will be equivalent to Ambev’s shareholders’ equity value immediately prior to the Stock Swap Merger. Also, upon completion of the Stock Swap Merger, Newbev’s financial statements will not reflect any noncontrolling interest accounts.

Material Tax Considerations

The proposed Stock Swap Merger should qualify as a tax-free exchange of Ambev ADSs or shares of Ambev common or preferred stock for Newbev ADSs or shares of Newbev common stock for U.S. federal income tax purposes, and Newbev intends to treat it as such. If the Stock Swap Merger so qualifies as a tax-free exchange, generally no gain or loss will be recognized by a holder of Ambev common shares, preferred shares or ADSs upon such holder’s receipt solely of Newbev common shares or ADSs in exchange for Ambev common shares, preferred shares or ADSs for U.S. federal income tax purposes pursuant to the proposed Stock Swap Merger. However, this conclusion is not free from doubt.

In addition, the tax consequences of the Stock Swap Merger to you will depend on your specific situation. We urge you to consult your tax advisor for a full understanding of the U.S. federal, state, local, Brazilian and other foreign tax consequences to you arising from the Stock Swap Merger and of the ongoing ownership and disposition of the Newbev common shares and ADSs that you will receive in this transaction, if approved.

The foregoing is a brief summary of the material U.S. federal income tax consequences of the Stock Swap Merger and is qualified in its entirety by the more detailed general summary of the material U.S. federal income tax consequences of the transaction contained in “Part Five: The Stock Swap Merger—Tax Considerations.”

Selected Historical and Pro Forma Financial Data

Presentation of Financial Information

The following financial statements are included in this prospectus:

 

•

Newbev’s audited financial statements prepared in accordance with IFRS as of and for the years ended December 31, 2012 and 2011;

 

•

the audited combined financial statements of Newbev and all Ambev equity interests held by ABI -controlled entities, or the Newbev Predecessor combined financial statements, prepared in accordance with IFRS as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010. The Newbev Predecessor combined financial statements include the results of operations of Ambev and Newbev, using ABI’s accounting basis for its investment in Ambev. These financial statements will become the historical financial statements of Newbev after the Contribution, after giving retroactive effect in earnings per share to the number of Newbev common shares outstanding immediately after the Contribution. As such, the accompanying audited Newbev Predecessor combined financial statements include historical Ambev financial statements in addition to certain purchase accounting adjustments recognized by ABI, our ultimate parent, upon its acquisition of Ambev in 2004 and subsequent additional investments;

 

•

Ambev’s audited consolidated financial statements prepared in accordance with IFRS as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010, which have been included in “Item 17. Financial Statements” of Ambev’s Annual Report on Form 20-F for the year ended December 31, 2012, or the 2012 Ambev 20-F, included as Annex A to this prospectus; and

 

•

Ambev’s unaudited consolidated interim financial statements prepared in accordance with IFRS as of March 31, 2013 and for the quarters ended March 31, 2013 and 2012.

As required under the Brazilian Corporation Law, following the Stock Swap Merger Newbev will also prepare parent company (individual) financial statements with accounting practices adopted in Brazil, or Brazilian GAAP, which are based on:

 

•

Brazilian Law No. 6,404/76, as amended by Brazilian Law No. 9,457/97, Brazilian Law No. 10,303/01, and Brazilian Law No. 11,638/07, which in this prospectus is also referred to collectively as the Brazilian Corporation Law;

 

•

the rules and regulations of the CVM, the accounting standards issued by the Brazilian Institute of Independent Accountants ( Instituto dos Auditores Independentes do Brasil ) and the Brazilian Federal Accounting Council ( Conselho Federal de Contabilidade ); and

 

•

the accounting standards issued by the Brazilian Accounting Standards Committee ( Comitê de Pronunciamentos Contábeis ).

Parent company (individual) financial statements for Newbev are statutorily required for certain purposes, the most relevant of which is the calculation of dividends. Newbev’s parent company (individual) financial statements in accordance with Brazilian GAAP will not be prepared for purposes of disseminating additional financial information on Newbev to investors. Brazilian GAAP, as will be applied in the preparation of Newbev’s parent company (individual) financial statements, differs from IFRS as issued by the IASB in that (1) Brazilian GAAP require presentation of a value added statement and (2) Brazilian GAAP require the application of the equity method of accounting in investments in associates and subsidiaries, while under IFRS as issued by the IASB these are recorded either at their cost or fair value.

Newbev maintain its books and records in reais . However, solely for the convenience of the reader, Newbev has translated certain amounts included in this section and elsewhere in this prospectus from reais into U.S. dollars using the selling rate as reported by the Central Bank of Brazil ( Banco Central do Brasil ), or the Central Bank, as of March 31, 2013 of R$2.014 to US$1.00 (or, where indicated, at an average exchange rate prevailing during a certain period). These translations should not be considered representations that any such amounts represent, or could have been or could be converted into, U.S. dollars at that or at any other exchange rate.

On June 12, 2013, the exchange rate for reais into U.S. dollars was R$2.142 to US$1.00, based on the selling rate as reported by the Central Bank. The selling rate was R$1.822 to US$1.00 as of March 31, 2012, R$2.044 to US$1.00 as of December 31, 2012, R$1.876 to US$1.00 as of December 31, 2011, and R$1.666 to US$1.00 as of December 31, 2010, in each case, as reported by the Central Bank. The real /U.S. dollar exchange rate fluctuates widely, and the selling rate as of June 12, 2013 may not be indicative of future exchange rates.

 

Percentages and some amounts in this prospectus have been rounded for ease of presentation. As a result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

Newbev Selected Historical Financial Data

The selected historical financial data below is only a summary derived from Newbev’s audited financial statements as of and for the years ended December 31, 2012 and 2011. Newbev first adopted IFRS for the audited financial statements for the year ended December 31, 2012. Therefore, selected historical financial data is only presented for the fiscal years for which IFRS financial information is available. You should read the following selected historical financial data together with the audited financial statements of Newbev, related notes and other related financial information included herein.

Income Statement

 

		Year Ended December 31,
		2012				2012				2011
		(in US$ million)(1)				(in R$ million)
Dividend income			16.3				32.9				37.3
Administrative expenses			(0.4	)			(0.8	)			(0.7	)
Other operating expenses			(0.3	)			(0.6	)			(1.2	)
Operating results			15.6				31.5				35.4
Financial costs			-				-				(186.4	)
Financial income			2.6				5.1				193.2
Net financial cost			2.6				5.1				6.8
Income before tax			18.2				36.7				42.3
Income and social contribution income (expense)			4.9				9.8				(3.6	)
Net income			23.1				46.5				38.7

 

(1)

Translated for the convenience of the reader only. See “—Presentation of Financial Information.” The exchange rate used for the translation from reais to U.S. dollars was R$2.014 per US$1.00 as of March 31, 2013.

 

Balance Sheet

 

		As of December 31,												As of January 1,
		2012				2012				2011				2011
		(in US$ million)(1)								(in R$ million)
ASSETS
Non-current assets:
Investments securities			633.0				1,274.7				1,002.4				2,897.3
Total			633.0				1,274.7				1,002.4				2,897.3
Current assets:
Taxes receivables			1.0				2.0				2.6				3.4
Trade and other receivables			10.7				21.5				9.9				-
Cash and cash equivalents			23.9				48.2				69.5				7.3
Total			35.6				71.7				82.0				10.6
Total assets			668.6				1,346.4				1,084.4				2,907.9
EQUITY AND LIABILITIES
Equity:
Share capital			123.7				249.1				249.1				249.1
Reserves			25.6				51.6				40.2				-
Other results			335.9				676.5				496.8				380.9
Accumulated earnings			-				-				14.1				26.3
Total equity			485.2				977.2				800.2				656.3
Liabilities:
Current liabilities:
Accounts payable			15.0				30.3				27.9				76.2
Income and social contribution taxes			-				-				0.3				1.6
Total current liabilities			15.0				30.3				28.3				77.8
Non-current liabilities:
Interest-bearing loans and borrowings							-				-				1,977.8
Deferred tax liabilities			168.4				338.8				255.9				196.0
Total non-current liabilities			168.4				338.8				255.9				2,173.8
Total liabilities and shareholders’ equity			168.4				1,346.4				1,084.4				2,907.9

 

(1)	Translated for the convenience of the reader only. See “—Presentation of Financial Information.” The exchange rate used for the translation from reais to U.S. dollars was R$2.014 per US$1.00 as of March 31, 2013.

Predecessor Historical Selected Financial Data

The Newbev Predecessor historical combined selected financial data below is derived from the combined financial statements of ABI’s interest in Newbev and Ambev as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010. The Newbev Predecessor combined financial statements are the historical financial statements of Newbev after the Contribution, after giving retroactive effect in earnings per share to the number of Newbev common shares outstanding immediately after the Contribution. The Newbev Predecessor combined financial statements include the

 

historical Ambev financial statements in addition to certain purchase accounting adjustments recognized by ABI, our ultimate parent company, upon its acquisition of Ambev in 2004 and subsequent additional investments. Accordingly, the Ambev selected financial data for 2009 and 2008 is the same information that is reflected in the Newbev Predecessor selected financial data for such years, except that it does not include the effects of purchase accounting recorded by ABI that is reflected in the Newbev Predecessor combined financial statements. Such purchase accounting adjustments had an immaterial effect on the Newbev Predecessor combined income statements. For further information on these purchase accounting adjustments, see Note 1 to the Newbev Predecessor combined financial statements included elsewhere in this prospectus. For selected financial data and more financial information on Ambev generally, see 2012 Ambev 20-F included as Annex A to this prospectus.

The Newbev Predecessor historical selected financial data for the years ended December 31, 2009 and 2008 has been omitted as information prepared comparable to the Newbev Predecessor combined financial statements is not readily available and cannot be provided without unreasonable effort or expense due to significant changes in the accounting department personnel, as well as system changes in subsequent periods. We believe that the omission of Newbev Predecessor financial information for the years ended December 31, 2009 and 2008 would not have a material impact on an investor’s understanding of our financial results and condition, cash flows and related trends. You should read the following selected historical financial data together with the audited Newbev Predecessor combined financial statements, related notes and other related financial information included herein.

Income Statement

 

		Year Ended December 31,
		2012				2012				2011				2010
		(in US$ million)(1)								(in R$ million)
Net sales			16,005.1				32,231.0				27,126.7				25,233.3
Cost of sales			(5,195.0	)			(10,461.6	)			(8,999.6	)			(8,682.2	)
Gross profit			10,810.1				21,769.4				18,127.1				16,551.1
Sales and marketing expenses			(3,648.0	)			(7,346.4	)			(6,250.6	)			(6,038.3	)
Administrative expenses			(769.1	)			(1,548.9	)			(1,182.8	)			(1,204.5	)
Other operating (expenses) income			428.7				863.4				783.2				624.7
Income from operations before special items			6,821.7				13,737.5				11,476.9				9,933.0
Special items			(25.0	)			(50.4	)			23.1				(150.8	)
Income from operations			6,796.7				13,687.1				11,500.0				9,782.2
Financial costs			(732.1	)			(1,474.4	)			(1,420.1	)			(1,336.2	)
Financial income			331.1				666.8				958.8				1,018.4
Financial results			(401.0	)			(807.6	)			(461.3	)			(317.8	)
Share of results of associates			0.2				0.5				0.5				0.2
Income before income tax			6,395.9				12,880.0				11,039.2				9,464.6
Income tax expense			(1,160.5	)			(2,337.1	)			(2,445.1	)			(2,004.4	)
Net income			5,235.4				10,542.9				8,584.1				7,460.2

 

(1)	Translated for the convenience of the reader only. See “—Presentation of Financial Information.” The exchange rate used for the translation from reais to U.S. dollars was R$2.014 per US$1.00 as of March 31, 2013.

 

Balance Sheet

 

		As of December 31,
		2012				2012				2011
		(in US$ million)(1)				(in R$ million)
ASSETS
Current assets:
Investment securities			236.7				476.6				193.4
Inventories			1,224.7				2,466.3				2,238.5
Taxes receivable			57.9				116.5				293.9
Trade and other receivables			2,119.4				4,268.1				3,875.3
Cash and cash equivalents			4,456.4				8,974.3				8,145.7
Assets held for sale			2.0				4.1				0.4
Total current assets			8,097.1				16,305.9				14,747.2
Non-current assets:
Property, plant and equipment			6,133.3				12,351.3				10,375.5
Goodwill			13,231.3				26,645.2				23,814.2
Intangible assets			1,458.0				2,936.1				1,912.8
Investment in associates			11.9				24.0				21.7
Investment securities			123.8				249.4				242.1
Deferred tax assets			709.2				1,428.2				1,447.1
Employee benefits			12.7				25.5				18.5
Taxes receivable			6.1				12.3				16.3
Trade and other receivables			921.1				1,855.0				1,232.0
Total non-current assets			22,607.4				45,527.0				39,080.2
Total assets			30,704.5				61,832.9				53,827.4
NET INVESTMENT AND LIABILITIES
Current liabilities:
Bank overdrafts			-				0.1				12.3
Interest-bearing loans and borrowings			416.0				837.8				2,212.1
Income tax and social contribution payable			483.0				972.6				793.9
Trade and other payables			6,743.1				13,579.3				11,302.1
Provisions			68.3				137.5				101.6
Total current liabilities			7,710.4				15,527.3				14,422.0
Non-current liabilities:
Interest-bearing loans and borrowings			1,145.1				2,306.0				1,890.2
Employee benefits			884.3				1,780.9				1,602.9
Deferred tax liabilities			679.2				1,367.7				1,112.0
Trade and other payables			1,521.4				3,063.9				1,196.6
Provisions			257.3				518.1				478.4
Total non-current liabilities			4,487.3				9,036.6				6,280.1
Shareholders’ net investment:
Majority owner net investment			12,512.0				25,198.6				23,089.6
Noncontrolling interests			5,993.0				12,070.4				10,035.7
Total shareholders’ net investment			18,506.8				37,269.0				33,125.3
Total liabilities and shareholders’ net investment			30,704.5				61,832.9				53,827.4

 

(1)

Translated for the convenience of the reader only. See “—Presentation of Financial Information.” The exchange rate used for the translation from reais to U.S. dollars was R$2.014 per US$1.00 as of March 31, 2013.