FEMSA in $7.35 Billion Strategic Exchange with Heineken

January 11, 2010

Cleary Gottlieb is representing Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) in the strategic exchange of its beer operations for 43,018,320 shares of Heineken Holding N.V. and 72,182,203 shares of Heineken N.V., which together constitute a stake of up to 20% in Heineken. Heineken will also assume approximately $2.1 billion in debt and pension liabilities. The total value of the transaction is approximately $7.35 billion, with a portion of the shares to be delivered over the next five years. The signing occurred on January 11 and the transaction is expected to close in the second quarter.

The all-share transaction marks the first time since 1968 that Heineken has issued shares for an acquisition. The transaction will significantly expand Heineken’s position in Latin America, particularly in Mexico and Brazil. FEMSA will continue to influence the industry through its right to appoint two non-executive representatives to the Supervisory Board of Heineken and one director of the board of Heineken Holding. In addition, FEMSA will appoint the Chairman of a newly formed Americas Committee within Heineken’s Board.