Brazil: Companhia de Bebidas das Americas (AmBev) informed its shareholders on February 3 about recent events related to certain demands regarding warrants issued by Companhia Cervejaria Brahma in 1996, which were later replaced by warrants issued by AmBev.
Such demands refer to the warrants' strike price, which AmBev understands to be equivalent to R$915.95 per thousand common shares and R$909.77 per thousand preferred shares. Those prices have been calculated according to the criteria defined by two decisions of the Colegiado da Comissao de Valores Mobiliarios -- CVM (the Board of the Brazilian Securities Exchange Commission). Nevertheless, some warrant holders initiated a dispute on the Sao Paulo and Rio de Janeiro Courts, contesting the proposed prices. They argue that the definition of the strike price should take into consideration the effect of the price of shares issued by AmBev under its executives and employees Stock Ownership Plan. Those disputes are disclosed in AmBev's quarterly information reports for the three-month period ended March 31, 2003 and June 30, 2003, as well as in the Company's financial statements for the fiscal year ended December 31, 2003.
Until now, four decisions have been issued in Lower Courts in favor of AmBev, in line with CVM's decision, rejecting the strike price proposed by the holders. Three of these decisions were issued in Rio de Janeiro and one in Sao Paulo (they relate to warrants representing the subscription rights of 19.1 million common shares and 560.1 million preferred shares). AmBev presented counterclaims in the Courts of Rio de Janeiro requiring that the holders involved in those demands exercise the subscription rights at the prices disclosed by AmBev in relevant notes published in March 03, 2003 and April 22, 2003, in the amount equivalent to R$915.95 per thousand common shares and R$909.77 per thousand preferred shares. Such counterclaims were accepted by the Courts and there is not a superior Court decision until now.
Recently, AmBev learned that a Lower Court of Sao Paulo presented a decision accepting the claim of three other warrant holders (which have the right to subscribe 7.2 million common shares and 540.2 million preferred shares). The strike price will be defined after the decision is liquidated. AmBev has not yet been officially informed of this decision and, as soon as an official notice is issued, the Company will appeal, confident that CMV's ruling and the above-mentioned favorable decisions will prevail.
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Torna
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