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Altria Announces Intent to Sell a Portion of its Investment in Anheuser-Busch InBev

3/13/2024

Altria Group, Inc. (Altria) (NYSE: MO) today announced its intent to sell a portion of its investment in Anheuser-Busch InBev SA/NA (ABI) (NYSE: BUD) (Euronext: ABI) (MEXBOL: ANB) (JSE: ANH) through a global secondary offering (offering) comprised of a public offering of ABI ordinary shares represented by American depositary shares (ADS) in the United States, a public offering of ABI ordinary shares in the United States, a concurrent private placement of ABI ordinary shares in the European Economic Area and the United Kingdom and an offering of ABI ordinary shares, including ABI ordinary shares represented by ADSs, in other countries outside the United States. In addition, ABI has agreed to repurchase $200 million of ordinary shares directly from Altria, concurrently with, and conditional on, completion of the offering.

Altria currently holds approximately 197 million shares of ABI, representing approximately 10% ownership. Altria, as the selling shareholder, is offering 35 million of ABI’s ordinary shares. In connection with the offering, Altria expects to grant the underwriters an option to purchase up to 5.25 million additional ABI shares owned by Altria, exercisable within 30 days following the pricing of the offering. In addition, we have agreed to a 180-day lockup with the lead underwriter for our remaining ABI shares.

We expect to use the proceeds for additional share repurchases of our common stock. Future share repurchases remain subject to the discretion of our Board of Directors (Board).

“As good stewards of shareholder capital, we consistently review options to unlock the value of our ABI investment, and we believe this is an opportunistic transaction that realizes a portion of the substantial return on our long-term investment,” said Billy Gifford, Altria’s Chief Executive Officer. “Over the decades of our ownership, the beer investment has provided significant income and cash returns and supported our strong balance sheet. Our continued investment reflects ongoing confidence in ABI’s long-term strategies, premium global brands and experienced management team.”

The offering and the partial sale of our investment in ABI have been approved by our Board.

ABI has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this release relates. Before you invest, you should read the prospectus in that registration statement and other documents ABI has filed with the SEC, including the preliminary prospectus supplement dated March 13, 2024, for more complete information about ABI and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement, when available, if you request them by contacting: Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmchase.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Morgan Stanley is acting as the lead underwriter for the proposed offering. J.P. Morgan is also acting as an active underwriter for the proposed offering.

Forward-Looking and Cautionary Statements

This release contains certain forward-looking statements with respect to the offering, which are subject to various risks and uncertainties. These forward-looking statements relate to, among other things, the anticipated completion of the offering and our intended use of proceeds. Factors that may cause actual results to differ include prevailing economic, market or business conditions or changes in such conditions. Other risk factors are detailed from time to time in our publicly filed reports, including our Annual Report on Form 10-K for the year ended December 31, 2023. These forward-looking statements speak only as of the date of this release. We assume no obligations to provide any revisions to, or update, any forward-looking statements contained in or implied by this release.

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Source: Altria Group, Inc.