--Modelo CEO viewed full sale to beer giant as best value proposition

--AB InBev CEO calls purchase "natural next step" in relationship

--Room to grow Corona brand sales, accomplish more together

By Amy Guthrie

MEXICO CITY--The chief executive of Mexican brewer Grupo Modelo SAB (GMODELO.MX) said Friday that his company just couldn't pass on the opportunity to be fully integrated with the biggest and strongest beer maker in the world.

By selling to Anheuser-Busch InBev NV (BUD) the 50% of Modelo that AB InBev didn't already own, in a deal valued at $20.1 billion, Modelo is firmly positioning itself as a "world leader" amid further beer industry consolidation, Carlos Fernandez told reporters during a conference call.

AB InBev chief executive Carlos Brito, also on the call, described the combination as a "natural next step" for the two companies, saying that together they will be able to accomplish much more than they would as separate entities.

Corona brewer Modelo partnered with Anheuser-Busch more than 20 years ago. AB InBev absorbed Anheuser-Busch's 50% Modelo stake through InBev's $52 billion acquisition in 2008 of Budweiser producer Anheuser-Busch, a deal that created the world's largest beer maker by sales.

A fully combined AB InBev-Modelo would generate estimated annual sales of 400 million hectoliters for revenue of $47 billion in 2012, the companies said. The deal will also bring cost savings worth at least $600 million a year.

Mr. Brito noted that Modelo contributes three billion-dollar brands: Corona, Modelo Especial and Victoria. AB InBev sees room to further grow sales of Corona, already the top-selling import brand in 38 countries, including the U.S., via its global business platform and expertise.

AB InBev also sees great opportunity in Mexico, where Modelo is a beer market leader. The country--Latin America's second-biggest economy--is attractive from a macroeconomic and demographic perspective, Mr. Brito said, not to mention that it's the world's fourth most-profitable beer market.

The $9.15/share offer for Modelo represents a 5.7% premium over the company's closing share price Thursday in Mexico City. In recent trade on the Mexican Stock Exchange, Modelo shares were up 1% to MXN118.88 ($8.87). Modelo shares have gained around 21% on the week, though, with both Modelo and AB InBev having confirmed Monday that they were in talks to expand their relationship.

It's expected that Grupo Modelo shares will delist following AB InBev's all-cash tender offer for outstanding shares. Mr. Brito said that AB InBev plans to list its shares on the Mexican Stock Exchange.

Credit Suisse described the terms of the highly-anticipated tie-up as "a good deal for minority shareholders in Modelo, who are receiving full tag-along rights."

Simultaneous to the deal, Grupo Modelo will sell to Constellation Brands Inc. (STZ) for $1.85 billion its 50% stake in Crown Imports, the joint venture with Constellation that imports and markets Modelo beers in the U.S.

Analysts speculated that the Crown sale was an effort to quell potential antitrust concerns about the merger in the U.S.

Mr. Brito said, rather, that AB InBev had never considered getting into Crown, and thus decided not to assume that stake.

Crown Imports will continue to manage all aspects of marketing and pricing for Modelo brands in the U.S.

Write to Amy Guthrie at amy.guthrie@dowjones.com

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