PRESS
      RELEASE

     

    Termination
      of Debenture Offer

    


     

    This
      announcement is solely for information purposes

    and
      shall not be dement an offer to sell debentures.


     

    Pursuant
      to Instrução
      No. 358, dated January 3, 2002 of the Brazilian Securities and Exchange
      Commission (Comissão
      de Valores Mobiliários -
      "CVM"),
      as
      amended, and article 29 of the Instrução
      CVM
      No. 400, dated December 29, 2003, as amended, Companhia de Bebidas das
      Américas - AmBev, as issuer ("Issuer"),
      Unibanco - União de Bancos Brasileiros S.A. ("Sole
      Bookrunner"),
      BB Banco de Investimento S.A. ("BB BI")
      and
      Banco Citibank S.A. ("Citibank"
      and,
      jointly with the Sole Bookrunner and BB BI, the "Underwriters"),
      as
      underwriters, do hereby announce the end of the offer ("Offer") in two tranches,
      of 206,508 unconvertible and unsecured debentures with face value of R$10,000.00
      each on July 1, 2006 ("Debentures"
      and
      "Issue
      Date"),
      of
      which (i) the first tranche consists of 81,705 Debentures, totaling
      R$817,050,000.00 on the Issue Date and maturity date on July 1, 2009; and
      (ii) the second tranche consists of 124,803 Debentures, totaling
      R$1,248,030,000.00 at the Issue Date and maturity date on July 1, 2012, of
      the
      first issue of

     

     

    

     

    Companhia
      de Bebidas das Américas - AmBev

    Rua
      Dr. Renato Paes de Barros 1017,
      4o andar,
      04530-001 São Paulo, SP

    NIRE 35.300.157.770
      - CNPJ No. 02.808.708/0001-07 - CVM No. 01811-2

    ISIN
      Code
      BRAMBVDBS006 (1st tranche) and BRAMBVDBS014 (2nd tranche) 


     

    totaling


     

    R$2,065,080,000.00


     

    Rating:
      Standard & Poor's: brAAA and Fitch Ratings: AAA(bra)

    Registered
      under CVM on July 28, 2006: No. CVM/SRE/DEB/2006/030 and
      No. CVM/SRE/DEB/2006/031


     

    The
      amount of Debentures includes 6,508 additional Debentures issued by the Issuer
      in common agreement with the Underwriters.

     

    The
      issuance of the Debentures and the Offer were made pursuant to the resolutions
      of (i) the meeting of the Board of Directors of the Issuer held on June 8,
      2006,
      which minutes were filed with the Board of Trade of the State of São Paulo on
      June 12, 2006 and published in the Official Gazette of the State of São Paulo
      and in the newspaper "Gazeta Mercantil" on June 20, 2006; and (ii) the
      meeting of the Board of Directors of the Issuer held on July 26, 2006,
      which minutes were filed with the Board of Trade of the State of São Paulo on
      July 31, 2006 and published in the Official Gazette of the State of São Paulo
      and in the newspaper "Gazeta Mercantil" on July 27, 2006.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      trustee is Oliveira Trust Distribuidora de Títulos e Valores Mobiliários
      S.A.,
      at
      Avenida das Américas 500, bloco 13, grupo 205,
      CEP 22640-100, Rio de Janeiro, RJ, telephone number (21) 2493-7003
      (www.oliveiratrust.com.br).

     

    The
      financial institution that shall render bookkeeping and agent bank services
      relative to the Debentures is Banco
      Itaú S.A., Capital Markets Department, Av. Eng. Armando de Arruda
      Pereira 707, 9o andar, CEP 04344-902, São Paulo, SP, telephone
      number (11) 5029-1317 (www.itau.com.br).

     

    Registered
      under CVM on July 28, 2006: No. CVM/SRE/DEB/2006/030 and No.
      CVM/SRE/DEB/2006/031.

     

    The
      Debentures were issued to the following person/entities:

     

    
      	 	 	
              Investors
                

            	 	
              Subscribed
                Debentures

            	 
	
              Type
                of Investor

            	 	
              First
                Trache 

            	 	
              Second
                Tranche

            	 	
              Total

            	 	
              First
                Tranche 

            	 	
              Second
                Tranche

            	 	
              Total

            	 
	
              Individuals

            	 	 	
              1

            	 	 	
              0

            	 	 	
              1

            	 	 	
              10

            	 	 	
              0

            	 	 	
              10

            	 
	
              Investment
                Clubs

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              Investment
                Funds

            	 	 	
              54

            	 	 	
              36

            	 	 	
              90

            	 	 	
              73,240

            	 	 	
              96,863

            	 	 	
              170,103

            	 
	
              Private
                Pension Funds

            	 	 	
              4

            	 	 	
              4

            	 	 	
              8

            	 	 	
              1,850

            	 	 	
              14,850

            	 	 	
              16,700

            	 
	
              Insurance
                Firms

            	 	 	
              2

            	 	 	
              0

            	 	 	
              2

            	 	 	
              1,440

            	 	 	
              0

            	 	 	
              1,440

            	 
	
              Foreign
                Investors

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              Underwriters

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              Financial
                Institutions related to the Issuer and/or to the
                Underwriters

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              Other
                Financial Institutions

            	 	 	
              1

            	 	 	
              2

            	 	 	
              3

            	 	 	
              5,034

            	 	 	
              13,022

            	 	 	
              18,056

            	 
	
              Other
                Corporate Entities related to the Issuer and/or to the
                Underwriters

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              Other
                Corporate Entities

            	 	 	
              3

            	 	 	
              1

            	 	 	
              4

            	 	 	
              131

            	 	 	
              68

            	 	 	
              199

            	 
	
              Shareholders,
                Management, Employees, Representatives and other Persons related
                to the
                Issuer or to the Underwriters

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              Other

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 	 	
              0

            	 
	
              Total

            	 	 	
              65

            	 	 	
              43

            	 	 	
              108

            	 	 	
              81,705

            	 	 	
              124,803

            	 	 	
              206,508

            	 


    

    


     

    

    


     

    
      	
              

            	
              

            	
              

            


    

     

    The
      Sole
      Bookrunner is Unibanco - União de Bancos Brasileiros S.A.

     

    
      
        
        

      

      
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