UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
COMPAÑÍA CERVECERÍAS UNIDAS S.A.
(UNITED BREWERIES COMPANY, INC.)
(Name of Subject Company (Issuer))
INVERSIONES Y RENTAS S.A.
(Name of Filing Persons (Offeror))
American Depositary Shares (ADS) each representing
2 shares of Common Stock, no par value
(Title of Class of Securities)
204429104
(CUSIP Number of Class of Securities)
Common Stock, no par value
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Rosita Covarrubias Gatica
Inversiones y Rentas S.A.
Enrique Foster Sur 20, 14th Floor
Santiago, Chile
+(56 2) 2750-7210
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
Marcelo Mottesi, Esq.
Milbank LLP
55 Hudson Yards
New York, New York 10001
(212) 530-5602
CALCULATION OF FILING FEE
Transaction Valuation(1) | | | Amount of filing fee(2) |
US$155,743,508.57 | | | US$16,991.62 |
(1) | Estimated solely for purposes of calculating the filing fee. The transaction valuation has been calculated as the product of (x) 16,390,172 (which is the maximum number of Compañía Cervecerías Unidas S.A. shares of common stock (“Shares”) or underlying Shares represented by American Depositary Shares of Compañía Cervecerías Unidas S.A. (each of which represents two Shares, and which we refer to as the “ADSs”) to be purchased under the tender offer), times (y) the tender offer price of Ch$6,800 per Share, in cash, converted to U.S. dollars using an exchange rate of Ch$715.62 to US$1.00, the Observed Exchange Rate (as defined in the Offer to Purchase) as of May 18, 2021. |
(2) | The amount of the filing fee has been calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended (the transaction valuation times the current fee rate of 0.0001091). |
☐ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: Not Applicable | | | Filing Party: Not Applicable |
Form or Registration No.: Not Applicable | | | Date Filed: Not Applicable |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ | third-party tender offer subject to Rule 14d-l. |
☐ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |