Anheuser-Busch InBev SA/NV (ENXTBR:ABI) made an offer to acquire 49.7% stake in Grupo Modelo, S.A.B. de C.V. (BMV:GMODELO C) from the remaining shareholders for $14.7 billion in cash on June 28, 2012. Under the terms of the agreement, Anheuser-Busch offered $9.15 for each share of Grupo Modelo. As part of these transactions, Diblo, S.A. de C.V., the holding company for Grupo Modelo's operating subsidiaries, and Dirección de Fábricas (DIFA), S.A. de C.V will merge into parent Grupo Modelo for newly issued Grupo Modelo shares. Anheuser-Busch has fully committed financing by adding $14 billion of additional bank facilities to existing liquidity through a new facility agreement which provides for an $8 billion three-year term facility and a $6 billion term facility with a maximum maturity of two years from the funding date. If the deal gets terminated, under certain circumstances where all conditions to closing have been satisfied other than the receipt of certain antitrust approvals, AB InBev will be required to pay Grupo Modelo, a termination fee equal to $650 million.

Grupo Modelo's name, identity and headquarters will remain in Mexico City and will have local Board, Carlos Fernández, María Asunción Aramburuzabala and Valentín Díez Morodo will continue to play an important role on Grupo Modelo's Board of Directors, two Grupo Modelo's Board members will join Anheuser-Busch's Board of Directors, and they have committed, only upon tender of their shares, to invest USD 1.5 billion of their proceeds from the tender offer into shares of AB InBev to be delivered within five years via a deferred share instrument. Transaction was approved by the Boards of Directors of Grupo Modelo and Anheuser-Busch. The transaction is subject to antitrust approval, regulatory approvals in the U.S., Mexico and other countries, the approval of the shareholders of Grupo Modelo in a general meeting and other customary closing conditions. As of November 14, 2012, the transaction was approved by the Office of Fair Trading and it was decided not to refer the merger to competition commission. As of November 15, 2012, the transaction was approved by Mexico's competition commission. As of December 10, 2012, the deal was approved by National Commission of Foreign Investments. As a part of the agreement, Anheuser-Busch InBev SA/NV agreed to sell Grupo Modelo's Compañia Cervecera De Coahuila S.A. De C.V to Constellation Brands Inc.

On January 31, 2013, the transaction was rejected by the Department of Justice and US Department of Justice filed a law suit against Anheuser-Busch InBev. As of March 15, 2013, Anheuser-Busch InBev and Department of Justice jointly approached the Court for extension of the stay on the current litigation, currently due to expire on March 19, 2013, to April 9, 2013. As of April 5, 2013, Anheuser-Busch InBev and Department of Justice jointly approached the Court for extension of the stay on the current litigation, currently due to expire on April 9, 2013, to April 23, 2013. As of April 8, 2013, Modelo has made a revised offer, under the new offer, InBev will give up Grupo Modelo's Compania Cervecera de Coahuila and its brewery plant in Piedras Negras, Mexico, to Constellation Brands for $2.9 billion. As of April 19, 2013, InBev expects the transaction to close in June 2013. As on April 22, 2013, Court today signed the previously announced stipulation and order between Anheuser-Busch InBev and Grupo Modelo and the Department of Justice that resolves the Department of Justice's challenge to Anheuser-Busch InBev's proposed acquisition of the remaining shares of Grupo Modelo that it does not already own. As of May 1, 2013, Anheuser-Busch InBev announced that a wholly-owned subsidiary is commencing the previously announced tender offer for all outstanding shares of Grupo Modelo, S.A.B. de C.V. The Board of Directors of Modelo unanimously approved the transaction agreement and related transactions. The tender offer is scheduled to expire on May 31, 2013, unless the offer is extended. The tender offer is not subject to any minimum tender condition or any financing condition. As on May 31, 2013, the tender offer got expired. Approximately 2 million shares were tendered and not withdrawn from the tender offer, representing approximately 89% of Modelo's outstanding Series C shares not previously owned by AB InBev. All shares that were validly tendered into the tender offer and not properly withdrawn have been accepted for payment and will be paid for promptly in accordance with the terms of the tender offer.

Steve Lipin and Stan Neve of Brunswick Group acted as public relations advisor for Anheuser-Busch. Antonio Weiss and Alexander Hecker of Lazard Freres & Co. LLC, Wilco Faessen and Aurian D'Ursel of Barclays Capital Plc, JP Morgan, Bank of America Corp. and Deutsche Bank AG acted as financial advisors for Anheuser-Busch. David Mercado, Joel Herold, Michael Schler, Christine Varney and Jennifer Conway of Cravath, Swaine & Moore LLP and Creel García-Cuéllar Aiza y Enriquez acted as legal advisors to Grupo Modelo. Frank Aquila, George White, George Sampas, Neal McKnight, John Estes, Nader Mousavi and Krishna Veeraraghavan of Sullivan & Cromwell LLP; Paul Schnell, Thomas Greenberg, Marie Gibson, Steven Sunshine, Clifford Aronson, Ian John and Victor Hollender of Skadden, Arps, Slate, Meagher & Flom, L.L.P.; John Davies, Thomas Janssens, Francisco Cantos and Michael Han and Vincent Macq of Freshfields Bruckhaus Deringer LLP acted as legal advisors to Anheuser-Busch InBev. David Schwartzbaum, Michael Helsel, Joe Gangitano and Luis Rubio Barnetche of Greenberg Traurig, LLP acted as legal advisor for Grupo Modelo. Robert Kindler, James Allen, Rodolfo Perez and Alejandro Ortega of Morgan Stanley acted as a financial advisor to Grupo Modelo. Merrill Lynch & Co., Inc., acted as financial advisor to Anheuser-Busch InBev SA/NV. Roderick McGillivray and Peter Dahlen of Clifford Chance LLP, Mijares Angoitia Corets y Fuentes SC and Skadden Arps Slate Meagher & Flom LLP acted as legal advisor for Anheuser-Busch. Bennett Jones LLP acted as legal advisor for Grupo Modelo. White & Case, L.L.P. acted as legal advisor to Bank of America Corporation. Allen & Overy acted as legal advisor to the lenders on the loans supporting acquisition of Modelo.

Anheuser-Busch InBev SA/NV (ENXTBR:ABI) completed the acquisition of 49.7% stake in Grupo Modelo, S.A.B. de C.V. (BMV:GMODELO C) from the remaining shareholders on May 31, 2013.