"As Interbrew is not a competitor in Brazil, there wouldn’t be a competition problem," said Joao Grandino Rodas, president of Brazil’s antitrust agency, known as CADE, at a hearing in the lower house of Congress held to look into Interbrew’s planned acquisition of AmBev, a transaction valued at $11.2 billion.
Rodas comments signal the acquisition of AmBev, which will leave Belgium’s Interbrew holding up to 85 percent of its voting shares, will clear antitrust review. Barbara Rosenberg, director of the justice ministry’s economic protection and defense department, another competition watchdog agency, said the entry of Interbrew, which doesn’t market its beer brands in Brazil, "didn’t cause concern over competition."
Even so, the transaction is under attack from holders of AmBev’s non-voting stock, angry at dilution of their shares while the brewer’s voting shareholders net a bonus for giving up control to Interbrew. Brazil’s stock market regulator also is investigating evidence that news of the transaction leaked to investors before it was made public on March 3.
Caixa de Previdencia dos Funcionarios do Banco do Brasil, Latin Amerca’s biggest pension fund, has said its holdings of AmBev preferred shares dropped more than $200 million in value after the brewer said it would issue new shares to acquire Interbrew assets in North America on the transaction. Previ has about 15 percent of AmBev’s voting shares, which have lost more than a quarter of their value since March 3.
"The opportunity to take advantage of this commercial deal to benefit all shareholders was usurped," Luiz Carlos Aguiar, Previ’s investment director, told the hearing at the consumer defense committee in the house of deputies in Brasilia today. "We believe there was abuse of controlling power by the majority shareholder."
Commenting on suspicions that information about the transaction leaked early to the market, Luiz Leonardo Cantidiano, president of Brazil’s securities regulator, said at least 100 people including auditors, consultants, investment bankers and company executives, had access to information about it in advance.
"We know there was leakage of information," he told the hearing. "We are still investigating and have not reached any conclusion."
The information leaked through the media, said Milton Seligma, AmBev’s director of corporate relations, in a statement provided by his press officer Erica Benute in a telephone call from Brasilia after the hearing.
"It refers to a story in Exame magazine on February 26 and another on Valor newspaper on March 1," Benute cited Seligma as saying. "These stories led us to publish two statements, one on March 1 and another on March 2."
AmBev, in a filing this week with Brazil’s stock exchange regulator, said the transaction would add value to all AmBev shareholders. AmBev preferred shares rose 1.1 percent to 556 reais today on the Sao Paulo stock exchange.