BREW Craft Brew Alliance Inc

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Dear Craft Brew Alliance Shareholder:

        You are cordially invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the "special meeting") of the shareholders of Craft Brew Alliance, Inc., which we refer to as the "Company" or "CBA," to be held on Tuesday, February 25, 2020, at 1 p.m. Pacific Standard Time at Widmer Brothers Pub Space, 947 N. Russell Street, Portland, OR 97227, for the following purposes:

        1.     To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of November 11, 2019 (as amended from time to time, the "merger agreement"), by and among the Company, Anheuser-Busch Companies, LLC, a Delaware limited liability company ("Parent"), and Barrel Subsidiary, Inc., a Washington corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (which we refer to as the "merger"), with the Company surviving the merger as a wholly owned subsidiary of Parent, which we refer to as the "Merger Agreement Proposal." A copy of the merger agreement is attached as Annex A to the accompanying proxy statement.

        2.     To consider and vote on one or more proposals to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement Proposal, which we refer to as the "Adjournment Proposal."

        3.     To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger, which we refer to as the "Advisory (Nonbinding) Merger-Related Compensation Proposal."

        4.     To transact any other business that may properly come before the special meeting, or any adjournment or postponement of the special meeting, by or at the direction of the Company's board of directors, which we refer to as the "Board," subject to the prior written consent of Parent.

        These items of business are more fully described in the proxy statement accompanying this notice.

        The affirmative vote of a majority of the outstanding shares of CBA common stock entitled to vote on such matter at a shareholders' meeting duly called and held for such purpose, which majority includes a majority of the shares of CBA common stock held by shareholders other than Parent, Merger Sub and their affiliates, is necessary for the approval of the Merger Agreement Proposal. The affirmative vote of the holders of the majority of the shares of CBA common stock cast in person or by proxy and entitled to vote thereon at the special meeting is necessary for the approval of the Adjournment Proposal and the Advisory (Nonbinding) Merger-Related Compensation Proposal.

Table of Contents

        The record date for the special meeting is January 17, 2020. Only shareholders of record at the close of business on that date are entitled to notice of and to vote at the special meeting or any adjournment or postponement thereof. Any shareholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and act on such shareholder's behalf.

        Any holder of CBA common stock who provides written notice to the Company of their intent to demand payment for their shares prior to the special meeting and does not vote in favor of approval of the merger agreement will have the right to demand payment of the fair value of such holder's shares of CBA common stock if the merger is completed in lieu of receiving the $16.50 merger consideration, but only if such holder does not vote in favor of approving the merger agreement and otherwise complies with the procedures of Chapter 23B.13 of the Washington Business Corporation Act ("WBCA"), the dissenters' rights statute applicable to Washington corporations. These dissenters' rights are summarized in the accompanying proxy statement, and a copy of Chapter 23B.13 of the WBCA is attached to this proxy statement as Annex C. The accompanying proxy statement constitutes notice to you from CBA of the availability of dissenters' rights under the WBCA.

        Your vote is very important. To ensure your representation at the special meeting, please complete, date, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone. Please vote promptly, regardless of whether or not you plan to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the special meeting. The Board (other than Messrs. Gilbertson and Mills, who recused themselves due to their affiliation with Parent) has approved the merger agreement and the transactions contemplated by it, including the merger, and recommends that you vote "FOR" the Merger Agreement Proposal, "FOR" the Adjournment Proposal and "FOR" the Advisory (Nonbinding) Merger-Related Compensation Proposal.

        Submitting your proxy through the Internet or by telephone is fast and convenient, and your proxy is immediately confirmed and tabulated. Using the Internet or telephone helps save the Company money by reducing postage and proxy tabulation costs.

By Order of the Board of Directors,

/s/ Marcus Reed

Marcus Reed
Secretary

Portland, Oregon
Dated: January 21, 2020

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

        This Proxy Statement contains information related to a special meeting of shareholders of Craft Brew Alliance, Inc., which will be held on Tuesday, February 25, 2020 at 1 p.m. Pacific Standard Time at Widmer Brothers Pub Space, 947 N. Russell Street, Portland, OR 97227, and at any adjournments or postponements thereof. We are furnishing this Proxy Statement to our shareholders as part of the solicitation of proxies by our board of directors of the Company for use at the special meeting. At the special meeting you will be asked to, among other things, consider and vote on the adoption of the merger agreement (as defined immediately below). This Proxy Statement is dated January 21, 2020, and is first being mailed to the Company's shareholders on or about January 21, 2020.

        Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger, passed upon the merits or fairness of the merger agreement or the transactions contemplated by it, including the merger, or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

SUMMARY TERM SHEET

        The following summary term sheet highlights selected information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, we encourage you to carefully read this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this summary term sheet includes a page reference directing you to a more complete description of that topic. See "Where You Can Find More Information."

Certain Defined Terms

        In this proxy statement, we refer to the Agreement and Plan of Merger, dated as of November 11, 2019, by and among Anheuser-Busch Companies, LLC, Barrel Subsidiary, Inc., and Craft Brew Alliance, Inc., as it may be amended from time to time, as the "merger agreement," and the merger of Barrel Subsidiary, Inc. with and into Craft Brew Alliance, Inc. pursuant to the merger agreement as the "merger." We refer to (i) the U.S. Securities and Exchange Commission as the "SEC," (ii) the Securities Act of 1933, as amended, as the "Securities Act," and (iii) the Securities Exchange Act of 1934, as amended, as the "Exchange Act." In addition, we refer to (a) Anheuser-Busch Companies, LLC as "A-B" or "Parent"; (b) Barrel Subsidiary, Inc. as "Merger Sub"; (c) Parent and Merger Sub, collectively, as the "A-B Parties"; (d) Craft Brew Alliance, Inc. as the "Company," "CBA," "us," "our" or "we"; (e) the board of directors of CBA as the "Board"; and (f) the special committee made up of the members of the Board excluding, for the avoidance of doubt, Messrs. Gilbertson and Mills due to their affiliation with Parent, as the "Committee."

        We refer to the special meeting of the shareholders of the Company to be held on Tuesday, February 25, 2020, at 1 p.m. Pacific Standard Time at Widmer Brothers Pub Space, 947 N. Russell Street, Portland, OR 97227, including any adjournment or postponement thereof, as the "special meeting," and January 17, 2020, the record date for the special meeting, as the "record date."

Merger Consideration

        If the merger is completed, each share of CBA common stock outstanding immediately prior to the effective time of the merger (other than (i) shares of CBA common stock owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and shares of CBA common stock owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties and (ii) shares of CBA common stock that are owned by shareholders of the Company (other than Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent) who do not vote in favor of the merger agreement (or consent thereto in writing) and who exercise dissenters' rights when and in the manner required under Chapter 23B.13 of the Washington Business Corporation Act ("WBCA")) will be converted into the right to receive $16.50

1

Table of Contents

per share in cash, without interest, which we refer to as the "merger consideration." Shares of CBA common stock held by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent at the effective time of the merger will remain outstanding after the effective time of the merger and, as a result, will not be converted into the right to receive the merger consideration.

Treatment of CBA Equity Awards

Options

        Each CBA stock option that is outstanding at the effective time of the merger (a "CBA Option"), whether or not then vested, will at the effective time of the merger automatically and without any action on the part of the holder of such option be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the number of shares of CBA common stock subject to such CBA Option, multiplied by (ii) the excess of $16.50 over the applicable per share exercise price of such CBA Option, less applicable tax withholding.

Restricted Stock Units

        Each restricted stock unit award corresponding to shares of CBA common stock that is outstanding at the effective time of the merger (a "CBA RSU Award") will at the effective time of the merger automatically and without any action on the part of the holder of such award, be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the number of shares of CBA common stock subject to the CBA RSU Award, multiplied by (ii) $16.50, less applicable tax withholding. For purposes of any performance-based CBA RSU Awards, the number of shares of CBA common stock subject to a CBA RSU Award will equal, to the extent outstanding at the effective time of the merger:

•

for the 2017-2019 performance cycle, 33% of the target number of shares of CBA common stock covered by the award; and



•

for the 2018-2020 and 2019-2021 performance cycles, 100% of the target number of shares of CBA common stock covered by the award.

For a further discussion, see "Special Factors—Certain Effects of the Merger—Treatment of CBA Equity Awards."

Special Factors (page 17)

Background of the Merger

        A description of the background of the merger, including our discussions with A-B, is included in "Special Factors—Background of the Merger."

Recommendation of the Board; Fairness of the Merger

        The Board (other than Messrs. Gilbertson and Mills, who recused themselves due to their affiliation with Parent), on behalf of the Company and following the recommendation of the Committee, pursuant to resolutions approved at a meeting of the Board held on November 11, 2019, unanimously (a) determined that the terms of the merger agreement and the transactions contemplated by it, including the merger, are fair to, and in the best interests of, the Company and its shareholders (including unaffiliated security holders), (b) determined that the merger agreement is in the best interests of the Company and its shareholders (including unaffiliated security holders) and declared it advisable to enter into the merger agreement, (c) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated by the terms and subject to the conditions contained in the merger agreement, (d) resolved to recommend that the shareholders of the Company vote to approve the merger agreement, in each case

2

Table of Contents

on the terms and subject to the conditions set forth in the merger agreement, and (e) directed that the merger agreement be submitted to the shareholders for their approval. In evaluating the merger, the Committee and the Board consulted with the Company's management and legal and financial advisors and considered various material factors. For a description of the material factors considered by the Board in deciding to recommend approval of the proposal to adopt the merger agreement, see "Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger."

Position of the A-B Parties as to the Fairness of the Merger

        The A-B Parties did not participate in the deliberations of the Board regarding, or receive advice from the Company's legal or financial advisors as to, the fairness of the proposed merger to the Company's unaffiliated shareholders. The A-B Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the merger to the Company's unaffiliated shareholders. However, based on the knowledge and analysis by the A-B Parties of available information regarding the Company, its business and the factors considered by, and the analysis and resulting conclusions of, the Board, as discussed in the section "Special Factors—Purpose and Reasons of the Company for the Merger," the A-B Parties believe that the merger is substantively and procedurally fair to the Company's unaffiliated shareholders.

Opinion of Goldman Sachs & Co. LLC

        At a meeting of the Committee held on November 11, 2019, Goldman Sachs & Co. LLC (which we refer to as "Goldman Sachs") rendered to the Committee its oral opinion, subsequently confirmed in its written opinion dated November 11, 2019, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the $16.50 in cash per share of CBA common stock to be paid to the holders (other than Anheuser-Busch InBev SA/NV (which we refer to as "A-B InBev") and its affiliates) of shares of CBA common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated November 11, 2019, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with Goldman Sachs' opinion, is attached to this proxy statement as Annex B. The summary of Goldman Sachs' opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs' written opinion. Goldman Sachs' advisory services and opinion were provided for the information and assistance of the Committee in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any holder of shares of CBA common stock should vote with respect to the merger or any other matter.

        Pursuant to an engagement letter between CBA and Goldman Sachs, CBA has agreed to pay Goldman Sachs for its services in connection with the merger an aggregate fee of approximately $5,900,000, all of which is contingent upon completion of the merger.

        For additional information, see the section entitled "Special Factors—Opinion of Goldman Sachs & Co. LLC" beginning on page 32 and Annex B to this proxy statement.

Purpose and Reasons of the Company for the Merger

        The Company's purpose for engaging in the merger is to enable its shareholders to receive the merger consideration, which represents a per share premium of (a) 99% over the volume weighted average price of a share of CBA common stock for the 30-day period ending on November 11, 2019, the last trading day prior to the public announcement of the merger and (b) 125% over the closing price of a share of CBA common stock on November 11, 2019, the last trading day prior to the public announcement of the merger.

3

Table of Contents

Certain Effects of the Merger

        At the effective time of the merger, each share of CBA common stock outstanding immediately prior to the effective time of the merger (other than (i) shares of CBA common stock owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and shares of CBA common stock owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties and (ii) shares of CBA common stock that are owned by shareholders of the Company (other than Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent) who do not vote in favor of the merger agreement (or consent thereto in writing) and who exercise dissenters' rights when and in the manner required under Chapter 23B.13 of the WBCA) will be converted into the right to receive the merger consideration, upon the terms and subject to the conditions set forth in the merger agreement, whereupon all such shares of CBA common stock will be automatically cancelled, will cease to be outstanding, and will cease to exist, and the holders of such shares of CBA common stock will cease to have any rights with respect thereto, other than the right to receive the merger consideration. Shares of CBA common stock held by Parent or Merger Sub at the effective time of the merger will remain outstanding after the effective time of the merger and, as a result, will not be converted into the right to receive the merger consideration. For a further discussion of the effects of the merger, see "Special Factors—Certain Effects of the Merger."

Interests of Executive Officers and Directors of the Company in the Merger

        In considering the recommendations of the Board with respect to the merger, the Company's shareholders should be aware that the Company's executive officers and directors have certain interests in the merger that may be different from, or in addition to, the interests of the Company's shareholders generally. The Board was aware of these interests and considered them, among other matters, in making its recommendations. These interests include, among others, the accelerated vesting and payment of the Company's equity awards, retention bonus awards for each of Messrs. Thomas and Mennen and Ms. Perich, and certain severance and other separation benefits that may be payable following termination of an executive officer's employment after the effective time of the merger under severance agreements or the Company's severance policy, as applicable, and the provision of indemnification and insurance arrangements pursuant to the merger agreement. These interests are discussed in more detail under "Special Factors—Interests of Executive Officers and Directors of the Company in the Merger."

Intent to Vote in Favor of the Merger

        Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of CBA common stock owned directly by them in favor of the adoption of the merger agreement and each of the other proposals. As of January 17, 2020, the record date for the special meeting, our directors and executive officers directly owned, in the aggregate, 686,021 shares of CBA common stock entitled to vote at the special meeting, or collectively approximately 3.5% of the outstanding shares of CBA common stock entitled to vote at the special meeting.

A-B's Obligation to Vote in Favor of the Merger

        The merger agreement provides that A-B will vote or cause to be voted any shares of CBA common stock beneficially owned by it or any of its subsidiaries in favor of the Merger Agreement Proposal (defined below) at the special meeting. As of November 11, 2019, A-B owns approximately 31.2% of the issued and outstanding shares of CBA common stock.

4

Table of Contents

Material U.S. Federal Income Tax Consequences of the Merger

        The receipt of cash in exchange for shares of CBA common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of CBA common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). See the discussion under "Special Factors—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 54.

Financing of the Merger

        The merger is not subject to any financing condition. The Company estimates that the total amount of funds necessary to complete the merger and the related transactions will be approximately $228,000,000. For a further discussion, see "Special Factors—Financing of the Merger."

Litigation Relating to the Merger

        Two purported class action complaints related to the merger have been filed on behalf of putative classes of CBA's public shareholders: Steven Kost v. Craft Brew Alliance, Inc., et al., Case No. 20-2-00389-1 SEA, filed January 3, 2020, in the Superior Court of Washington, King County; and Evan Birkby v. Craft Brew Alliance, Inc., et al., Case No. 20CV02867, filed January 14, 2020, in the Circuit Court of the State of Oregon for the County of Multnomah. Both complaints name as defendants CBA and its directors, and the Birkby complaint also names as defendants Andrew J. Thomas and A-B. The complaints generally allege that CBA's directors breached their fiduciary duties by allegedly failing to establish a fair process to maximize the value of CBA to its public shareholders, by allegedly agreeing to the merger with A-B without regard for purported detrimental effects on CBA's public shareholders, and by allegedly failing to disclose material information in the preliminary form of this proxy statement. The Birkby complaint also alleges that Andrew J. Thomas as an officer of CBA and A-B as a significant shareholder of CBA breached fiduciary duties owed to CBA's public shareholders, and that all of the named defendants aided and abetted one another in breaching fiduciary duties owed to CBA's public shareholders. The complaints seek, among other things, injunctive relief preventing the consummation of the merger, rescission of the merger if consummated, damages, and an award of plaintiffs' expenses and attorneys' fees.

The Merger Agreement (page 63)

        A summary of the material provisions of the merger agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference in this proxy statement, is described under "The Merger Agreement." Among other things, the merger agreement includes the following terms:

•

Effective Time of the Merger; Closing.  If our shareholders vote to adopt the merger agreement, the merger will become effective on the third (3rd) business day following the day on which the last condition to the merger is satisfied or waived, including the receipt of all required regulatory approvals and consents, unless otherwise agreed in writing by Parent and CBA. Assuming timely satisfaction of necessary closing conditions set forth in the merger agreement, we anticipate that the merger will be completed in 2020. The Company, however, cannot assure completion of the merger by any particular date, if at all.



•

Conditions to the Merger.  The closing of the merger depends on a number of conditions being satisfied or waived. These conditions, which are described more fully in "The Merger Agreement—Conditions to the Merger," include:



•

the approval of the merger agreement by the holders of a majority of the outstanding shares of CBA common stock entitled to vote on the proposal at a shareholders' meeting, which

5

Table of Contents

majority includes a majority of the shares of CBA common stock held by holders other than Parent, Merger Sub their affiliates, has been obtained;

•

any notification and waiting period requirements (or extension thereof) applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder, which we refer to as the "HSR Act," has expired or been earlier terminated;



•

the absence of any law, statute, ordinance, ruling or order of any governmental authority enjoining or otherwise prohibiting consummation of the merger or making the consummation of the merger illegal;



•

the accuracy of each party's representations and warranties in the merger agreement (generally subject to materiality qualifications);



•

the performance in all material respects by each party of all obligations required to be performed by it under the merger agreement;



•

the delivery of an officers' certificate by each party with respect to the accuracy of the representations and warranties and performance of obligations of such party under the merger agreement; and



•

no "material adverse effect" (as described in "The Merger Agreement—Representations and Warranties—Material Adverse Effect," beginning on page 68) having occurred.



•

No Solicitation of Acquisition Proposals.  The merger agreement provides that we are not permitted to, directly or indirectly through our representatives, initiate, solicit, propose or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, any acquisition proposal (as defined in the section entitled "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes" beginning on page 72), engage in, continue or otherwise participate in discussions or negotiations related to, or furnish any nonpublic information to any third party relating to, any acquisition proposal or any inquiry, proposal or offer that would reasonably be expected to lead to any acquisition proposal (other than to state that the terms of the merger agreement prohibit such discussions), approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment, or agreement in principle with respect to an acquisition approval, or otherwise knowingly facilitate any effort or attempt to make an acquisition proposal.



•

Board Recommendation Changes.  Notwithstanding the restrictions described above, under certain circumstances, we may, prior to the time the merger agreement is adopted by our shareholders, (w) provide information in response to an unsolicited, bona fide written acquisition proposal that did not result from a material breach of the non-solicitation provisions if the Company receives from the third party requesting such information an executed confidentiality agreement (as described in the section entitled "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes" beginning on page 72), (x) engage or participate in any discussions or negotiations with certain third parties who have made such a bona fide written acquisition proposal, (y) authorize, approve, recommend or declare advisable such an acquisition proposal (or propose to do any of the foregoing), and (z) effect a change of recommendation (as defined in the section entitled "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes") with respect to an acquisition proposal if and only if (a) prior to taking any such action described in the foregoing clauses (w), (x), (y) and (z), the Board (acting on the recommendation of the Committee) or the Committee determines in good faith after consultation with its outside legal counsel that failure to take such action would reasonably be expected to be inconsistent with the directors' fiduciary duties under applicable law, (b) in each such case referred to in clauses (w) and (x), the Board, or any committee of the Board, has

6

Table of Contents

determined in good faith based on the information then available and after consultation with its financial advisor and outside legal counsel that such acquisition proposal either constitutes a superior proposal or is reasonably likely to result in a superior proposal, and (c) in the case of clause (y) above, the Board or the Committee determines in good faith (after consultation with its financial advisor and outside legal counsel) that such acquisition proposal is a superior proposal.

The merger agreement also provides that, at any time before the shareholders of the Company adopt the merger agreement, the Board (acting on the recommendation of the Committee) or the Committee may effect a change of recommendation (or terminate the merger agreement, in which case the Company will be required to pay a termination fee of $9,000,000 to Parent) with respect to an acquisition proposal if (A) the Board or the Committee determines in good faith, after consultation with its financial advisors and outside legal counsel, that such acquisition proposal is a superior proposal, and (B) the Company gives four (4) business day's prior written notice to Parent that the Company has received such proposal, and the Company thereafter complies with certain match right provisions under the merger agreement, as described in the section entitled "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes—Match Rights" beginning on page 75.

The merger agreement further provides that the Board (acting on the recommendation of the Committee) or the Committee may effect a change in recommendation and terminate the merger agreement at any time before the shareholders of the Company adopt the merger agreement in response to an intervening event if, prior to such time, the Board (acting on the recommendation of the Committee) or the Committee, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to effect a change of recommendation would be inconsistent with the directors' fiduciary duties under applicable law, as described in the section entitled "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes" beginning on page 72.

•

Termination and Termination Fees.  The merger agreement contains certain termination rights, including the right of either party to terminate the merger agreement if the merger has not occurred on or before November 11, 2020 (subject to extension by the terms of the merger agreement) and the right of the Company to terminate the merger agreement to accept a superior proposal, subject to specified exceptions and limitations, and provides that:



•

Upon termination of the merger agreement by the Company or Parent in certain circumstances, including as a result of a change in the recommendation of the Board or Committee or by termination by the Company of the merger agreement to enter into an alternative acquisition agreement providing for a superior proposal, or, if the merger agreement is terminated and the Company enters into or completes a competing transaction within nine months, the Company will be required to pay Parent a termination fee of $9,000,000.



•

Upon termination of the merger agreement by the Company or Parent due to failure to satisfy certain antitrust-related conditions, Parent will be required to pay the Company a termination fee of $15,000,000.

        For further discussion of the rights of the parties to terminate the merger agreement and the circumstances in which certain termination fees will be payable, see "The Merger Agreement—Termination."

Dissenters' Rights

        Shareholders who do not vote in favor of approval of the merger agreement and the transactions contemplated by it, including the merger, and who otherwise comply with the procedures for perfecting dissenters' rights under Washington law may demand payment of the "fair value" of their shares of

7

Table of Contents

CBA common stock in connection with the consummation of the merger. The fair value of your shares of CBA common stock may be more or less than the merger consideration.

Parties to the Merger (page 89)

        Craft Brew Alliance, Inc. is a Washington corporation. Craft Brew Alliance, Inc. is the seventh largest craft brewing company in the U.S. and a leader in brewing, branding, and bringing to market world-class American craft beers. Its distinctive portfolio combines the power of Kona Brewing Co., one of the top craft beer brands in the world, with strong regional breweries and innovative lifestyle brands, including Appalachian Mountain Brewery, Cisco Brewers, Omission Brewing Co., pH Experiment, Redhook Brewery, Square Mile Cider Co., Widmer Brothers Brewing, and Wynwood Brewing Co. The Company nurtures the growth and development of its brands in today's increasingly competitive beer market through state-of-the-art brewing and distribution capability, integrated sales and marketing infrastructure, and strong focus on innovation, local community and sustainability. The Company was formed in 2008 through the merger of Redhook Brewery and Widmer Brothers Brewing, the two largest craft brewing pioneers in the Northwest at the time. Following a successful strategic brewing and distribution partnership, Kona Brewing Co. joined CBA in 2010. As part of CBA, Kona Brewing Co. has expanded its reach across all 50 U.S. states and approximately 30 countries, while remaining deeply rooted in its home of Hawaii. The shares of CBA common stock are publicly traded on NASDAQ under the symbol "BREW."

        Anheuser-Busch Companies, LLC is a Delaware limited liability company and a wholly owned subsidiary of Anheuser Busch InBev SA/NV. Anheuser-Busch Companies, LLC was organized in 2011 by statutory conversion of Anheuser-Busch Companies, Inc. into a limited liability company. Anheuser-Busch Companies, Inc. was incorporated in 1979 as the holding company of Anheuser-Busch, Incorporated (now, Anheuser-Busch, LLC).

        For more than 165 years, Anheuser-Busch Companies, LLC has been woven into the cultural fabric of the United States, carrying on a legacy of brewing great-tasting, high-quality beers that have satisfied beer drinkers for generations. Today, Anheuser-Busch Companies, LLC owns and operates 23 breweries, 14 distributorships and 23 agricultural and packaging facilities, and has more than 18,000 colleagues across the United States. Anheuser-Busch Companies, LLC is home to several of America's most recognizable beer brands, including Budweiser, Bud Light, Michelob ULTRA and Stella Artois, as well as a number of regional brands that provide beer drinkers with a choice of the best-tasting craft beers in the industry. From responsible drinking programs and emergency drinking water donations to industry-leading sustainability efforts, Anheuser-Busch Companies, LLC is guided by an unwavering commitment to supporting the communities it calls home.

        Barrel Subsidiary, Inc. is a Washington corporation and a wholly owned subsidiary of Parent. Barrel Subsidiary, Inc. was incorporated under the laws of the State of Washington on November 8, 2019.

        For more information, see "Parties to the Merger."

Market Price of Common Stock and Dividends (page 104)

        The shares of CBA common stock are listed for trading on the Nasdaq Global Market, which we refer to as "NASDAQ," under the symbol "BREW." We have not declared or paid any cash dividends on shares of CBA common stock in the last five fiscal years.

        On January 17, 2020, the most recent practicable date before this proxy statement was distributed to our shareholders, the closing price for CBA's shares on NASDAQ was $16.42 per share. On November 11, 2019, the last trading day prior to the public announcement of the merger, the closing price for CBA's shares of CBA common stock on NASDAQ was $7.33 per share. You are encouraged to obtain current market quotations for the shares of CBA common stock in connection with voting your shares of CBA common stock.

8

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the "Summary Term Sheet" and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See "Where You Can Find More Information."

Q.

Why am I receiving this document?

A.

On November 11, 2019, the Company entered into the merger agreement. Pursuant to the merger agreement, Merger Sub will merge with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent. A copy of the merger agreement is attached to this proxy statement as Annex A.

The Board (other than Messrs. Gilbertson and Mills, who recused themselves due to their affiliation with Parent), on behalf of the Company and following the recommendation of the Committee, pursuant to resolutions approved at a meeting of the Board held on November 11, 2019, unanimously (a) determined that the terms of the merger agreement and the transactions contemplated by it, including the merger, are fair to, and in the best interests of, the Company and its unaffiliated shareholders, (b) determined that the merger agreement is in the best interests of the Company and its unaffiliated shareholders and declared it advisable to enter into the merger agreement, (c) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated by the terms and subject to the conditions contained in the merger agreement, (d) resolved to recommend that the shareholders of the Company vote to approve the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement, and (e) directed that the merger agreement be submitted to the holders of the shares of CBA common stock for their adoption. In evaluating the merger, the Committee and the Board consulted with the Company's management and outside legal and financial advisors, and considered a number of factors.

The Company is soliciting proxies for the special meeting. You are receiving this proxy statement because you own shares of CBA common stock. This proxy statement contains important information about the proposed transaction and the special meeting, and you should read it carefully. The enclosed proxy card allows you to vote your shares of CBA common stock without attending the special meeting in person.

The Company is holding the special meeting so that our shareholders may vote on the proposal to approve the adoption of the merger agreement, the proposal to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies, and the nonbinding proposal regarding certain merger-related executive compensation arrangements.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares of CBA common stock, please see the section of this proxy statement entitled "The Special Meeting."

Q.

What is the proposed transaction and what effects will it have on the Company?

A.

The proposed transaction is the merger of Merger Sub with and into the Company pursuant to the merger agreement. If the merger agreement is adopted by our shareholders and the other closing conditions under the merger agreement are satisfied or waived, Merger Sub, a wholly owned

9

Table of Contents

subsidiary of Parent, will merge with and into the Company and the Company will continue as the surviving corporation. As a result of the merger, the Company will become a wholly owned subsidiary of Parent and will no longer be a public company. In addition, following the consummation of the merger, the registration of the shares of CBA common stock and the Company's reporting obligation under the Exchange Act with respect to the shares of CBA common stock will be terminated upon application to the SEC, the shares of CBA common stock will no longer be listed on any exchange or quotation system, including NASDAQ, and price quotations will no longer be available. Following the consummation of the merger, your shares of CBA common stock will represent only the right to receive the merger consideration (unless you have exercised dissenters' rights when and in the manner required under Chapter 23B.13 of the WBCA), and you will no longer have any interest in our future earnings, growth or value.

Q.

What will happen to the CBA common stock as a result of the merger?

A.

If the merger is completed, your shares of CBA common stock will represent only the right to receive the merger consideration (unless you have exercised dissenters' rights when and in the manner required under Chapter 23B.13 of the WBCA, see "Special Factors—Dissenters' Rights"), and you will no longer have any interest in our future earnings, growth or value.

Q.

What happens if the merger is not completed?

A.

If the proposal to adopt the merger agreement is not adopted by our shareholders or if the merger is not completed for any other reason, our shareholders will not receive any payment for their shares of CBA common stock in connection with the merger. Instead, the Company will remain a public company and shares of CBA common stock will continue to be listed and traded on NASDAQ, so long as the Company continues to meet the applicable listing requirements.

Q.

When and where is the special meeting?

A.

The special meeting of shareholders of the Company will be held on Tuesday, February 25, 2020, at 1 p.m. Pacific Standard Time at Widmer Brothers Pub Space, 947 N. Russell Street, Portland, OR 97227.

Q.

Who can vote at the special meeting?

A.

Shareholders of record as of the close of business on January 17, 2020, the record date for the special meeting, are entitled to receive notice of and to attend and vote at, the special meeting, or any adjournment or postponement thereof. Each record holder of the shares of CBA common stock as of the record date is entitled to cast one vote on each matter properly brought before the special meeting for each share of CBA common stock that such holder owns of record as of the record date. If you are a shareholder of record, please be prepared to provide proper identification at the special meeting, such as a driver's license. If you wish to attend the special meeting and your shares of CBA common stock are held in "street name" by your broker, bank or other nominee, you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee, along with proper identification. "Street name" holders who wish to vote at the special meeting will need to obtain a proxy executed in such holder's favor from the broker, bank or other nominee that holds their shares of CBA common stock of record. Seating will be limited at the special meeting.

10

Table of Contents

Q.

What is the difference between being a "shareholder of record" and a "beneficial owner" of shares of CBA common stock held in "street name"?

A.

If your shares of CBA common stock are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares of CBA common stock, the "shareholder of record." In that case, this proxy statement and your proxy card have been sent directly to you by the Company.

If your shares of CBA common stock are held through a bank, brokerage firm or other nominee, you are considered the "beneficial owner" of the shares of CBA common stock held in "street name." In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee, which may be, with respect to those shares of CBA common stock, the shareholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee as to how to vote your shares of CBA common stock by following their instructions for voting.

Q.

What am I being asked to vote on at the special meeting?

A.

You are being asked to consider and vote on the following:

•

A proposal to adopt the merger agreement, a copy of which is attached to this proxy statement as Annex A, pursuant to which, at the effective time, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, which we refer to as the "Merger Agreement Proposal";

•

One or more proposals to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement, which we refer to as the "Adjournment Proposal"; and

•

A nonbinding proposal regarding certain merger-related executive compensation arrangements, as disclosed in the table under "Special Factors—Interests of Executive Officers and Directors of the Company in the Merger—Golden Parachute Compensation," which we refer to as the "Advisory (Nonbinding) Merger-Related Compensation Proposal."

Q.

What is a quorum?

A.

The representation of the holders of a majority of the shares of CBA common stock outstanding and entitled to vote, present in person or by proxy, at the special meeting will constitute a quorum for the purposes of the special meeting.

Q.

What vote is required for the Company's shareholders to adopt the Merger Agreement Proposal?

A.

The approval of the proposal to adopt the merger agreement and the transactions contemplated by it, including the merger, requires the affirmative vote of a majority of all of the outstanding shares of CBA common stock, including the affirmative vote of a majority of the outstanding shares of CBA common stock held by shareholders other than A-B or any of its affiliates. The transaction is structured to require the approval of a majority of security holders not affiliated with A-B; however, the transaction is not structured to require approval of a majority of all security holders unaffiliated with the Company because, although the votes of A-B and its affiliates are excluded, the votes of our directors (other than the A-B designees on the Board) and officers are included.

As of January 17, 2020, which is the record date, there were 19,495,907 shares of CBA common stock outstanding.

11

Table of Contents

Q.

How will A-B vote the shares of CBA common stock it holds?

A.

The merger agreement provides that A-B will vote or cause to be voted any shares of CBA common stock beneficially owned by it or any of its subsidiaries in favor of the Merger Agreement Proposal at the special meeting. As of November 11, 2019, A-B owns approximately 31.2% of the issued and outstanding shares of CBA common stock.

Q.

What vote is required for the Company's shareholders to adopt the Adjournment Proposal?

A.

Approval of one or more proposals to adjourn the special meeting, if necessary or appropriate, including adjournments to solicit additional proxies, requires the affirmative vote of the holders of a majority of the shares of CBA common stock cast at a meeting of shareholders and entitled to vote, whether or not a quorum is present.

Q.

What vote is required for the Company's shareholders to adopt the Advisory (Nonbinding) Merger-Related Compensation Proposal?

A.

Approval of the advisory (nonbinding) proposal regarding certain merger-related executive compensation arrangements requires the affirmative vote of holders of a majority of the shares of CBA common stock cast at a meeting of shareholders and entitled to vote.

Q.

How are the votes counted?

A.

For each of the Merger Agreement Proposal, the Adjournment Proposal and the Advisory (Nonbinding) Merger-Related Compensation Proposal, you may vote "FOR," "AGAINST" or "ABSTAIN." An abstention will have the same effect as an "AGAINST" vote for the Merger Agreement Proposal, and will have no effect with respect to the Adjournment Proposal and the Advisory (Nonbinding) Merger-Related Compensation Proposal, and will count for purposes of determining if a quorum is present at the special meeting.

Q.

How does the Board recommend that I vote?

A.

The Board recommends that you vote:

•

"FOR" the Merger Agreement Proposal;

•

"FOR" the Adjournment Proposal; and

•

"FOR" the Advisory (Nonbinding) Merger-Related Compensation Proposal.

You should read "Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger" for a discussion of the factors that the Board considered in deciding to recommend the approval of the merger agreement. See also "Special Factors—Interests of Executive Officers and Directors of the Company in the Merger."

Q.

How do I vote?

A.

If you are a shareholder of record as of the record date, you may vote your shares of CBA common stock on matters presented at the special meeting in any of the following ways:

•

in person—you may attend the special meeting and cast your vote there;

•

by proxy—shareholders of record have a choice of voting by proxy;

•

through the Internet (the website address for Internet voting is printed on your proxy card);

•

by using the toll-free telephone number noted on your proxy card; or

12

Table of Contents

•

by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope.

If you are a beneficial owner of the shares of CBA common stock as of the record date, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must have a legal proxy from your bank, brokerage firm or other nominee.

The control number located on your proxy card is designed to verify your identity and allows you to vote your shares of CBA common stock and to confirm that your voting instructions have been properly recorded when submitting a proxy through the Internet or by telephone.

Please note that if you attend the special meeting in person, cameras, recording devices, cell phones and certain other electronic devices will not be permitted.

Q.

What is the deadline for voting my shares of CBA common stock?

A.

If you are a shareholder of record as of the record date and choose to vote your shares of CBA common stock through the Internet or by telephone, your proxy must be received through the Internet by 11:59 p.m. Eastern Standard Time on February 24, 2020 or by telephone by 11:59 p.m. Eastern Standard Time on February 24, 2020 in order for your shares to be voted at the special meeting, or you may instead complete, sign, date and return the proxy card in the accompanying prepaid envelope or otherwise file your proxy with our Secretary, as long as the proxy is received by our Secretary by the time the special meeting begins. You may also attend the special meeting and vote in person. If you are a beneficial owner, please review the voting instructions provided by your bank, brokerage firm or other nominee for information on the deadline for voting your shares.

Q.

What is a proxy?

A.

A proxy is your legal designation of another person to vote your shares of CBA common stock. This written document describing the matters to be considered and voted on at the special meeting is called a proxy statement. The document used to designate a proxy to vote your shares of CBA common stock is called a proxy card.

Q.

If I am a shareholder of record, what happens if I do not vote or submit a proxy card?

A.

If you fail to vote, either in person or by proxy, your shares of CBA common stock will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists.

Additionally, your failure to vote will (a) have the effect of counting "AGAINST" the Merger Agreement Proposal with respect to the approval threshold requiring the affirmative vote of a majority of all of the outstanding shares of CBA common stock, including the affirmative vote of a majority of the outstanding shares of CBA common stock held by shareholders other than A-B or any of its affiliates, and (b) have no effect on the Adjournment Proposal or the Advisory (Nonbinding) Merger-Related Compensation Proposal.

Q.

If my shares of CBA common stock are held in "street name" by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of CBA common stock for me?

A.

Your bank, brokerage firm or other nominee will only be permitted to vote your shares of CBA common stock if you instruct your bank, brokerage firm or other nominee as to how to vote. You

13

Table of Contents

should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of CBA common stock. Under stock exchange rules applicable to banks, brokerage firms, and other nominees, absent your instructions, a bank, brokerage firm or other nominee does not have discretionary authority to vote on "non-routine" matters and we believe that all of the matters to be considered at the special meeting are "non-routine" for this purpose.

If you instruct your bank, brokerage firm or other nominee how to vote on at least one, but not all of the proposals to be considered at the special meeting, your shares of CBA common stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the special meeting. In this scenario, a "broker non-vote" will occur with respect to each proposal for which you did not provide voting instructions to your bank, brokerage firm or other nominee.

A failure to provide instructions with respect to any of the proposals and a broker non-vote will have (a) the effect of an "AGAINST" vote on the Merger Agreement Proposal with respect to the approval threshold requiring the affirmative vote of a majority of all of the outstanding shares of CBA common stock, including the affirmative vote of a majority of the outstanding shares of CBA common stock held by shareholders other than A-B or any of its affiliates, and (b) no effect on the Adjournment Proposal or the Advisory (Nonbinding) Merger-Related Compensation Proposal.

Q.

If a shareholder gives a proxy, how are the shares of CBA common stock voted?

A.

Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your shares of CBA common stock as you instruct. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of CBA common stock should be voted "FOR" or "AGAINST," or to "ABSTAIN" from voting on, all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of CBA common stock should be voted on a matter, the shares of CBA common stock represented by your properly signed proxy will be voted "FOR" the Merger Agreement Proposal, "FOR" the Adjournment Proposal and "FOR" the Advisory (Nonbinding) Merger-Related Compensation Proposal.

Q.

Can I change or revoke my vote?

A.

Yes. You have the right to revoke a proxy, including any proxy you may have given, whether delivered through the Internet, by telephone or by mail, at any time before it is exercised, by submitting another proxy, including a proxy card, at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be filed with our Secretary by the time the special meeting begins, or by attending the special meeting and voting in person. If your shares of CBA common stock are held in street name by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on changing or revoking your proxy.

Only your latest submitted proxy will be considered. Please cast your vote "FOR" each of the proposals listed in this proxy statement by following the instructions provided, as promptly as possible.

Q.

What do I do if I receive more than one proxy or set of voting instructions?

A.

If you hold shares of CBA common stock in "street name," or through more than one bank, brokerage firm or other nominee, and also directly as a record holder or otherwise, you may

14

Table of Contents

receive more than one proxy or set of voting instructions relating to the special meeting. These should each be executed and returned separately in accordance with the instructions provided in this proxy statement to ensure that all of your shares of CBA common stock are voted.

Q.

What happens if I sell my shares of CBA common stock before the special meeting?

A.

The record date for shareholders entitled to vote at the special meeting is prior to both the date of the special meeting and the consummation of the merger. If you transfer your shares of CBA common stock before the record date, you will not be entitled to vote at the special meeting and will not be entitled to receive the merger consideration. If you transfer your shares of CBA common stock after the record date but before the special meeting you will, unless special arrangements are made, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares of CBA common stock. Unless special arrangements are made, the person to whom you transfer your shares of CBA common stock after the record date will not have a right to vote those shares of CBA common stock at the special meeting. Accordingly, it is important for you to vote your shares of CBA common stock, even if you transfer them after the record date.

Q.

Do shareholders have dissenters' rights?

A.

Yes. Any shareholders of the Company who provide written notice to the Company of their intent to demand payment for their shares prior to the special meeting and do not vote in favor of approval of the merger agreement and the transactions contemplated by it, including the merger, will have the right to demand payment of the "fair value" of their shares of CBA common stock in connection with the consummation of the merger, if the merger contemplated by the merger agreement is consummated, but only if they comply with the procedures for perfecting dissenters' rights under the WBCA. The fair value of such shares of CBA common stock as determined under Chapter 23B.13 of the WBCA could be more than, the same as, or less than the merger consideration you would receive pursuant to the merger agreement if you did not exercise dissenters' rights with respect to your shares of CBA common stock. Chapter 23B.13 of the WBCA is included as Annex C to this proxy statement. We encourage you to read that Washington statute carefully and to consult with legal counsel if you desire to exercise your dissenters' rights. See "Special Factors—Dissenters' Rights."

Q.

Who will solicit and pay the cost of soliciting proxies?

A.

The Company has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay MacKenzie Partners, Inc. a fee of $25,000, and to reimburse MacKenzie Partners, Inc. for reasonable out-of-pocket expenses. The Company will indemnify MacKenzie Partners, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of the shares of CBA common stock for their expenses in forwarding solicitation materials to beneficial owners of our shares of CBA common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, by email, through the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.

What do I need to do now?

A.

Even if you plan to attend the special meeting, after carefully reading and considering the information contained in this proxy statement, please submit your proxy promptly to ensure that your shares of CBA common stock are represented at the special meeting. If you hold your shares of CBA common stock in your own name as the shareholder of record, please submit your proxy

15

Table of Contents

for your shares of CBA common stock by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope, by calling the telephone number printed on your proxy card or by following the Internet proxy instructions printed on your proxy card. If you decide to attend the special meeting and vote in person, your vote by ballot at the special meeting will revoke any proxy previously submitted. If you are a beneficial owner of the shares of CBA common stock, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

Q.

What is householding and how does it affect me?

A.

The SEC rules permit companies and intermediaries such as banks and brokers to satisfy delivery requirements with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice of Internet availability of proxy materials addressed to those shareholders. This process is commonly referred to as "householding." While the Company does not household, a number of brokerage firms with account holders who are the Company's shareholders may institute householding. Once you have received notice from your bank or broker that it will be householding materials to your address, householding generally will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice of Internet availability of proxy materials, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, you should contact your bank or broker.

Q.

Who can help answer my other questions?

A.

If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of CBA common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact:

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
(800) 322-2885 (toll free)
(212) 929-5500 (call collect)
Email: proxy@mackenziepartners.com

16

Table of Contents

SPECIAL FACTORS

        This discussion of the merger is qualified by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully because it is the legal document that governs the merger.

        We are asking our shareholders to vote on the adoption of the merger agreement. If the merger is completed, the holders of the shares of CBA common stock will have the right to receive the merger consideration.

Background of the Merger

        The Board, together with CBA's management team, regularly reviews CBA's performance, prospects and strategy in light of current business and economic conditions, as well as developments in the craft brewing industry. These regular reviews have, from time to time, included evaluation of potential opportunities for commercial arrangements, strategic acquisition opportunities and a sale of the company, including in certain cases opportunities involving A-B and its affiliates.

        A-B, together with its predecessors and affiliates, has maintained a significant equity ownership interest in CBA and has had minority representation on the Board and has been party to commercial agreements with CBA beginning prior to the initial public offering of CBA's predecessor in 1995. At all relevant times during 2019, A-B and its affiliates held 6,069,047 shares of CBA common stock (representing approximately 31.2% of the outstanding shares of CBA common stock as of November 11, 2019) and have been party to certain commercial agreements with CBA, as described in "Other Important Information Regarding the A-B Parties—Significant Past Transactions and Contracts."

        In 2016, CBA explored a number of strategic alternatives including a potential merger or sale of the entire company, both with A-B and with third parties, and reviewed its existing commercial arrangements with A-B. In connection with CBA's exploration of strategic alternatives and review of commercial arrangements with A-B, the Board formed the Committee, which is a special committee of directors comprising all of CBA's directors who were independent and not affiliated with A-B, to consider strategic alternatives and review commercial arrangements with A-B and, if appropriate, negotiate on bhalf of the shareholders not affiliated with A-B. Goldman Sachs and Wachtell, Lipton, Rosen & Katz ("Wachtell Lipton") were retained to act as the Committee's and CBA's financial advisor and legal counsel, respectively. These explorations and review culminated in the execution of new and amended commercial agreements between CBA and A-B and certain of its affiliates in 2016. Among other things, these agreements obligated A-B to make a $20,000,000 payment to CBA on August 23, 2019 if A-B or one of its affiliates did not make a "qualifying offer" to CBA prior to that date. A "qualifying offer" was defined as an offer to purchase all of the outstanding equity securities of CBA not owned by A-B or its affiliates at a per share price of not less than $22.00 prior to August 24, 2017, $23.25 prior to August 24, 2018, and $24.50 on or prior to August 23, 2019, and on certain other non-financial terms.

        In anticipation of the possibility of receipt of a "qualifying offer" prior to the August 23, 2019 $20,000,000 payment deadline, the Committee met on May 14, 2019, and on August 1, 2019, together with members of CBA's senior management and representatives of Goldman Sachs and Wachtell Lipton, to discuss and review CBA's strategic and competitive positioning, projections of future performance, valuation, potential reactions to an offer from A-B at various prices and CBA's strategic alternatives to continuing independently or engaging in a transaction with A-B, including the likelihood or unlikelihood of other parties being willing and able to acquire CBA or engage in a shareholder-value-maximizing strategic transaction with CBA. At this time, and at all times during 2019, the Committee consisted of all six of the directors who were (and are) independent and not affiliated with A-B: Messrs. Timothy P. Boyle, Marc J. Cramer, Paul D. Davis, Kevin R. Kelly, David R. Lord (chairman) and Ms. Jacqueline S. Woodward. At all times during 2019, the Board consisted of eight

17

Table of Contents

directors, six of whom are independent and not affiliated with A-B, and two of whom, Messrs. Gilbertson and Mills, are employed by A-B. In this section of the proxy, unless otherwise indicated, references to the Board refer to the Board without the participation of Messrs. Gilbertson and Mills, who recused themselves from these discussions due to their affiliation with A-B.

        On August 22, 2019, representatives of A-B informed representatives of CBA that A-B would not make a "qualifying offer" and instead would make the $20,000,000 payment on the following day, but emphasized that CBA continued to be a key complement to A-B's craft beer portfolio and that A-B looked forward to continuing to work together with CBA. The parties agreed to meet the following week to discuss the future of CBA's relationship with A-B.

        On August 23, 2019, A-B made the $20,000,000 payment to CBA and amended its Schedule 13D pertaining to its investment in CBA common stock. The amended Schedule 13D stated that A-B may develop plans or proposals pertaining to CBA, including amendments to the agreements between A-B or its affiliates and CBA, investments, acquisitions, divestitures, licenses or other transactions by, with or from CBA, or merger, reorganization, liquidation, consolidation or other change of control transactions involving CBA, and that A-B may discuss such plans or proposals with third parties. Also on August 23, 2019, CBA issued a press release announcing that an off-cycle investor conference call would be held on September 5, 2019 (the "September 5^th Conference Call"). In such press release, Mr. Andrew J. Thomas, CBA's Chief Executive Officer, stated that management would turn its attention to refining strategic alternatives to maximize shareholder value.

        At CBA's request, on August 26, 2019, representatives of A-B, Messrs. Craig Katerberg, Vice President and General Counsel of A-B, Nelson Jamel, Vice President-Finance of A-B, and Marcelo Michaelis, President of the Brewers Collective (a business unit of A-B), and representatives of CBA, Messrs. Thomas, Marcus Reed, CBA's General Counsel and Secretary, J. Scott Mennen, CBA's Chief Operating Officer, and Ms. Christine N. Perich, CBA's Chief Financial and Strategy Officer, met in New York City, with Mr. Michaelis participating over the telephone, to discuss in general terms the future of the strategic and commercial relationships between CBA and A-B in light of the passage of the "qualifying offer" deadline and CBA's intention to consider strategic alternatives, including potential CBA requests for governance changes and operational changes to the commercial and distribution relationship between A-B and CBA that might be beneficial to CBA's performance.

        On August 28, 2019, representatives of A-B, Messrs. Katerberg, Jamel and Michaelis, participated in a follow-up telephone call with representatives of CBA, Messrs. Thomas, Reed, Mennen and Ms. Perich. During that call, representatives of A-B again stressed that the longstanding partnership between A-B and CBA remained a key complement to A-B's craft brewing portfolio, and that A-B would continue to honor its contractual obligations and expected CBA to do the same. Representatives of A-B noted that they had no concerns with the Board reviewing strategic alternatives, and that A-B would be open to considering any offers or proposals that CBA or any third parties would make, but that A-B would not be willing to waive in advance any consent or governance rights that it had under its existing commercial relationships with CBA.

        On August 29, 2019, the Committee met telephonically, together with members of CBA's senior management team, to receive an update and to discuss CBA's overall strategy, potential strategic alternatives and potential positions regarding CBA requests for potential governance and operational changes to the commercial relationship between CBA and A-B.

        Throughout the period from late August through the execution of the merger agreement on November 11, 2019, CBA's management team routinely updated individual members of the Committee or a working group of the Committee consisting of Messrs. Lord, Cramer and Davis, and frequently received feedback and guidance, particularly from Mr. Lord, the chairman of the Committee and of the Board.

18

Table of Contents

        On September 5, 2019, CBA announced updated guidance for fiscal year 2019, adjusting its shipments and depletions range downward to between flat and an increase of 3%. During the September 5^th Conference Call, Mr. Thomas noted that the relationship between CBA and A-B remained intact following the passage of the qualifying offer deadline, and acknowledged CBA and A-B's extensive history and A-B's expressions of continued support of the partnership. In addition, Mr. Thomas highlighted the importance of the distinction between the "qualifying offer" and the enhanced commercial agreements, each of which was negotiated between CBA and A-B in 2016, specifically noting that CBA viewed the enhanced commercial arrangement as enabling the transformation and fundamental improvement in CBA's operations. Representatives of CBA also stated that CBA would simultaneously continue its dialogue with A-B in order to understand A-B's posture and intent for the future, noting CBA's requests for possible governance and operational changes to the commercial relationship between CBA and A-B.

        On September 11, 2019, representatives of CBA, Messrs. Thomas, Reed, Mennen and Ms. Perich, and representatives of A-B, Messrs. Katerberg and Jamel, met in New York City to continue discussions concerning the future of the strategic and commercial relationships between CBA and A-B. During this meeting, representatives of CBA indicated that CBA remained willing to consider a strategic transaction with A-B. In response, representatives of A-B emphasized that A-B intended to remain a significant shareholder in CBA for the foreseeable future and that, despite not making a "qualifying offer" prior to August 23, 2019, A-B was committed to the long-term commercial relationship with CBA and also open to evaluating its interest in a potential strategic transaction with CBA.

        On September 19, 2019, representatives of CBA, Messrs. Thomas, Reed, Mennen and Ms. Perich and representatives of Goldman Sachs, met with representatives of A-B, Messrs. Katerberg and Jamel, in New York City to continue the discussion from the September 11, 2019 meeting. The A-B representatives reiterated the importance to A-B of its long-term commercial relationship with CBA and indicated that A-B was continuing to evaluate its potential interest in a strategic transaction. Representatives of A-B stated that in connection with any discussions about a potential strategic transaction, A-B would require that the Committee have complete discretion to approve or reject such transaction between CBA and A-B and that any such transaction would need to be approved by the holders of a majority of the outstanding shares of CBA common stock not held by A-B and its affiliates. Representatives of A-B also stated that an important element of any such transaction would be that A-B would not be contractually required to commence litigation in order to obtain regulatory clearances (although A-B would have discretion to do so).

        On September 24, 2019, representatives of CBA, Messrs. Thomas, Reed, Mennen and Ms. Perich, and representatives of A-B, Messrs. Katerberg and Jamel, met in Las Vegas, with some participants in person and other participants by telephone, to advance discussions regarding a potential strategic transaction, including potential transaction structure. During the call, A-B representatives indicated that, while A-B's internal evaluation was ongoing and no determination had been made, A-B viewed the price, structure and terms of any potential strategic transaction as significant factors in its determination. The A-B representatives indicated that if A-B were to propose an acquisition of CBA by A-B, the A-B representatives believed that an appropriate valuation for CBA would be $15 in cash per share of CBA common stock, reflecting the value of CBA's business as well as a substantial premium to the then-current trading price, which had fallen to the $8.06 to $9.30 range in recent weeks. The A-B representatives also stated that any such transaction would require A-B InBev board of directors approval and reiterated certain points made at the September 19 meeting, including that any such transaction would need to be conditioned on approval by holders of a majority of the outstanding shares of CBA common stock not held by A-B and its affiliates and that A-B would not be contractually required to commence litigation in order to obtain regulatory clearances. CBA representatives indicated in response that they did not believe that the Committee would view the $15

19

Table of Contents

per share price indicated by A-B as sufficient, and discussed some reasons and bases for a higher valuation. Following this meeting, CBA's management team updated, and received guidance from, three members of the Committee, including the chairman.

        Also on September 24, 2019, in the early stages of considering any potential transaction with CBA, A-B retained Lazard Fréres & Co. LLC ("Lazard") as its financial advisor in connection with such proposed transaction. Periodically over the course of A-B's consideration of the proposed merger, A-B discussed with representatives of Lazard certain publicly available performance metrics with respect to CBA—including CBA's historical price performance and summary financials—for purposes of A-B's consideration of an appropriate per share purchase price, and Lazard provided materials to A-B in connection with these discussions on October 22, 2019 and November 4, 2019. None of these discussion materials related to the fairness of the consideration provided for in the merger agreement to any unaffiliated shareholders of CBA. These discussion materials were based on Lazard's review of, among other things, publicly available historical business and financial information about CBA, analyst reports regarding CBA's performance and publicly available information about select peer companies and comparable transactions in the beer industry. These discussion materials were intended to assist A-B with its evaluation of the proposed merger, and Lazard was not requested to provide, and did not provide, any opinion as to the fairness of the proposed transaction, any valuation for the purpose of assessing fairness of the consideration or any recommendation as to how a shareholder should vote on the proposed merger. Lazard was not otherwise limited in the scope of its analysis or investigation. Lazard expressly consented to the inclusion in their entirety of the materials it presented to A-B as exhibits to the Schedule 13E-3. These materials will also be available for any interested shareholder of the Company (or any representative of a shareholder who has been so designated in writing) to inspect and copy. However, Lazard's presentations to A-B do not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the merger or any other matter.

        On September 26, 2019, representatives of CBA, Messrs. Thomas, Reed, Mennen and Ms. Perich, along with representatives of Goldman Sachs and Wachtell Lipton, and representatives of A-B, Messrs. Katerberg, Jamel, Matthew Gilbertson, Treasurer and Vice President for the North America Zone of A-B, Tom Larson, Senior Associate General Counsel of A-B, and Peter McGraw, Senior Director of Mergers & Acquisitions of A-B, along with representatives of Lazard, Sullivan & Cromwell LLP ("Sullivan & Cromwell"), A-B's outside M&A legal counsel, and Covington & Burling LLP ("Covington"), A-B's outside antitrust legal counsel, met in New York City (with certain participants participating by phone) to discuss some of the significant issues and terms that would need to be negotiated were A-B to determine to propose an acquisition transaction, including transaction structure and provisions related to the obtaining of regulatory clearances. With respect to price, the A-B representatives reiterated that if A-B were to make a proposal, the A-B representatives believed that $15 in cash per share of CBA common stock would be the appropriate valuation. In response, Mr. Thomas reiterated that CBA continued to view a price of $15 in cash per share as insufficient for CBA shareholders, discussed some reasons and bases for a higher valuation, and indicated that a price of at least $18 per share would likely be a value that CBA's senior management team would be prepared to recommend to the Committee. A-B's representatives indicated in response that they would consider proposing a price higher than $15 per share to the A-B InBev board of directors, subject to its satisfaction with the non-price terms of any such proposal. The group also discussed the possibility, raised during the August 26 meeting, of agreeing to certain governance and operational changes related to the existing commercial agreements between the parties and when such changes would become effective.

        Throughout the month of October, representatives of CBA and A-B met periodically to discuss communications plans and human resources matters.

20

Table of Contents

        On October 2, 2019, representatives of CBA, Messrs. Thomas and Reed, and representatives of A-B, Messrs. Katerberg and Jamel, spoke by telephone to continue discussions on a few of the issues discussed at the September 26 meeting. The representatives continued to discuss structure and certain contractual terms, including the level of A-B's commitment to obtain regulatory approvals for the transaction. Representatives of A-B indicated that their willingness to consider a higher price would be linked to a satisfactory outcome on structure and the contractual terms. The CBA representatives raised the potential governance and operational changes relating to the existing commercial agreements between the parties that had been discussed at the September 26 meeting. The A-B representatives reiterated that A-B would not be willing to waive in advance any governance rights or make any governance changes to the existing commercial agreements between the parties, but stated that A-B might consider certain undertakings to potentially improve performance of certain of CBA's businesses.

        On October 4, 2019, the Committee met telephonically, together with members of CBA's senior management team and representatives of Goldman Sachs and Wachtell Lipton, to receive an update to the discussions between CBA and A-B and for the Committee to consider, and to provide guidance to CBA's senior management team concerning, key terms of a potential transaction with A-B, including price and commitment to obtain regulatory approvals. Following discussion, it was the consensus of the Committee that a proposal in the range being indicated by A-B could potentially be highly attractive to CBA and its shareholders relative to the alternative of remaining independent and continuing to execute on its business plan with no change to its relationship with A-B and relative to CBA's other strategic alternatives, and that management should be authorized to continue discussions with A-B in order to develop, if possible, an actionable proposal from A-B.

        On October 7, 2019, a representative of CBA, Mr. Reed, along with representatives of Wachtell Lipton, spoke by telephone with a representative of A-B, Mr. Katerberg, along with representatives of Sullivan & Cromwell, to discuss potential process and timing for negotiations should A-B determine to make a transaction proposal.

        On October 18, 2019, representatives of CBA, Messrs. Thomas and Reed, spoke by telephone with representatives of A-B, Messrs. Katerberg and Jamel, to discuss potential process and timing for negotiations should A-B determine to make a transaction proposal.

        In order to convey CBA's expectations regarding any potential legal transaction terms, on October 21, 2019, Wachtell Lipton provided a draft form of merger agreement to Sullivan & Cromwell. The draft form of merger agreement, among other things, provided that the merger was conditioned on the approval of a majority of the unaffiliated shareholders of CBA.

        On October 29, 2019, the Committee met in person, together with members of CBA's senior management team and representatives of Goldman Sachs and Wachtell Lipton, in North Carolina. Mr. Thomas and the representatives of Goldman Sachs and Wachtell Lipton updated the Committee on the status of discussions with A-B, a representative of Wachtell Lipton reviewed the directors' fiduciary duties and presented a detailed summary of the terms of the draft merger agreement and reviewed non-price terms and issues surfaced during the discussions to date, and a representative of Goldman Sachs discussed with the Committee a potential transaction with A-B, including preliminary financial analyses of CBA on a standalone basis and in the context of a transaction. During this meeting, the Committee and its advisors discussed and reviewed CBA's strategic and competitive positioning, projections of future performance, valuation, potential reactions to an offer from A-B at various prices and CBA's strategic alternatives to continuing independently or engaging in a transaction with A-B, including the likelihood or unlikelihood of other parties being willing and able to acquire CBA or engage in a shareholder-value-maximizing strategic transaction with CBA. During a break in the meeting, Messrs. Thomas and Reed received a call from Messrs. Katerberg and Jamel, which they summarized to the Committee after the call concluded. During this call, the A-B representatives indicated the topic of an acquisition of CBA by A-B would be discussed at a meeting of the board of

21

Table of Contents

directors of ABI, A-B's parent company, scheduled for November 7, 2019, and that A-B hoped to schedule a meeting between A-B and CBA for November 8, 2019 to discuss potential transaction terms in the event that A-B were to determine as a result of its board of directors meeting to make a proposal to CBA. During the call, Mr. Thomas encouraged A-B to propose a price greater than $15 per share. The Committee meeting resumed and, following discussion, including as to the matters discussed below in the section entitled "Reasons for the Merger; Recommendation of the Board; Fairness of the Merger" (to the extent known at this time), the Committee continued to believe that a proposal in the range being indicated by A-B could potentially be highly attractive to CBA and its shareholders relative to the alternative of remaining independent and continuing to execute on its business plan with no change to its relationship with A-B and relative to CBA's other strategic alternatives, and that management should be authorized to engage with A-B should A-B determine to make a proposal.

        On October 31, 2019, representatives of Sullivan & Cromwell and Wachtell Lipton spoke by telephone to discuss the process for possible negotiations should A-B determine to make a proposal, and for Wachtell Lipton to answer questions concerning the draft form of merger agreement. The group also discussed a potential process for conducting confirmatory diligence.

        On November 7, 2019, during a regular meeting of the board of directors of ABI, A-B's parent company, Messrs. Jamel and Katerberg updated the A-B InBev board of directors on the status of exploratory discussions between representatives of A-B and CBA with respect to a transaction, including on the price per share to be offered in a potential transaction and certain regulatory terms, including A-B's discretion to litigate to obtain regulatory approvals, the level of A-B's commitment to obtain regulatory approvals for the transaction and the amount of any fee to be paid to CBA if regulatory approval is not obtained. Following discussions, A-B InBev authorized A-B and its management team to make a definitive proposal to CBA with respect to a potential merger transaction on the terms discussed at the meeting.

        Also on November 7, 2019, CBA opened a virtual dataroom to A-B and its advisors for confirmatory diligence purposes.

        On the afternoon of November 8, 2019, representatives of CBA, including Messrs. Thomas, Reed, Mennen and Ms. Perich, along with representatives of Goldman Sachs and Wachtell Lipton, met with representatives of A-B, including Messrs. Katerberg, Jamel, Gilbertson, McGraw, Larson and Ms. Katherine Frank, Associate General Counsel of A-B, along with representatives of Lazard and Sullivan & Cromwell, in New York City. During the meeting, the A-B representatives communicated A-B's proposal to acquire all of the outstanding shares of CBA common stock not already owned by A-B in a merger transaction at a price of $16.50 in cash per share, and communicated A-B's proposal on select non-price terms, including as to the terms relating to regulatory approvals, the level of A-B's commitment to obtain such approvals and limitations on that commitment, and the amount A-B would be willing to pay as a monetary break fee tied to the outcome of certain regulatory approvals. Later on November 8, Sullivan & Cromwell provided Wachtell Lipton with a revised draft of the merger agreement which indicated A-B's positions on the non-price terms of the transaction. The revised draft retained the Wachtell Lipton draft's provision that completion of the transaction be conditioned upon approval by holders of a majority of the outstanding shares of CBA common stock not held by A-B.

        Over the course of November 9 through November 11, 2019, the parties and their representatives, including, with respect to A-B, representatives of Covington and Skadden, Arps, Slate, Meagher & Flom LLP, outside antitrust legal counsel for A-B, negotiated the terms of the merger agreement, including terms relating to regulatory matters, and related transaction documents. On multiple occasions on November 9, 10 and 11, Messrs. Thomas and Reed met with Messrs. Katerberg and Jamel to negotiate price and non-price terms, including seeking on multiple occasions an improvement in the proposed purchase price. In response, Mr. Jamel stated that A-B had taken into account the arguments and basis for a higher price made by CBA's representatives since the September 26 meeting as well as

22

Table of Contents

the results of intensive internal assessment within A-B and that A-B had concluded that $16.50 per share was the maximum price A-B was prepared to offer. Mr. Jamel stated that $16.50 represented A-B's best and final offer. A-B's offer did not include any agreement on governance or operational changes related to the existing commercial agreements between the parties.

        On November 10, 2019, the Committee met telephonically, together with members of CBA's senior management team and representatives of Goldman Sachs and Wachtell Lipton, to receive an update on the status of negotiations, including A-B's proposed price of $16.50 per share, and representatives of Wachtell Lipton discussed certain key terms of the draft merger agreement, including the efforts A-B would be obligated to undertake to seek regulatory approvals and proposed limits to such obligations. Following discussion, it was the consensus of the Committee that management should seek to finalize negotiations of the merger agreement, subject to final review and approval or disapproval by the Committee and the Board.

        On November 11, the parties substantially completed negotiations of the merger agreement and related documentation. Later on November 11, 2019, the Committee met telephonically, together with members of CBA's senior management team and representatives of Goldman Sachs and Wachtell Lipton. This meeting also served as a meeting of the full Board (other than the A-B-affiliated directors, who recused themselves due to such affiliation). Prior to the meeting, Goldman Sachs delivered a letter, dated November 11, 2019, to the Committee providing information regarding certain of Goldman Sachs' relationships with A-B and its significant shareholders. Mr. Thomas updated the Committee on the state of negotiations, including price and the regulatory efforts provisions, and noted that Mr. Jamel had stated that the proposed price of $16.50 per share was A-B's best and final offer. Representatives of Wachtell Lipton summarized the changes to the merger agreement and non-price terms since the last meeting where the agreement was reviewed. Goldman Sachs presented the financial terms of the proposed transaction with A-B, as well as Goldman Sachs' updated financial analyses of CBA on a standalone basis. Following that presentation, Goldman Sachs rendered to the Committee its oral opinion, subsequently confirmed in its written opinion dated November 11, 2019, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the $16.50 in cash per share of CBA common stock to be paid to the holders (other than A-B and its affiliates) of shares of CBA common stock pursuant to the merger agreement was fair from a financial point of view to such holders, as more fully described below in the section entitled "Special Factors—Opinion of Goldman Sachs & Co. LLC" beginning on page 32 of this proxy statement. Following discussion, including as to the matters discussed below in the section entitled "Reasons for the Merger; Recommendation of the Board; Fairness of the Merger," the Committee unanimously determined, among other things, to recommend that the Board approve and authorize the merger agreement and the merger. Thereafter, the Board (other than Messrs. Gilbertson and Mills, who recused themselves due to their affiliation with A-B), on behalf of the Company and based on the recommendation of the Committee, unanimously (a) determined that the merger agreement and the transactions contemplated by it, including the merger, are fair to, and in the best interests of, CBA and its shareholders (including unaffiliated security holders), (b) determined that it is in the best interests of CBA and its shareholders (including unaffiliated security holders) and declared it advisable to enter into the merger agreement, (c) approved the execution and delivery by CBA of the merger agreement, the performance by CBA of its covenants and agreements contained in the merger agreement and the consummation of the merger and the other transactions contemplated by the terms and subject to the conditions contained in the merger agreement, and (d) resolved to recommend that the shareholders of CBA vote to approve the merger agreement, in each case on the terms and subject to the conditions set forth in the merger agreement.

        Following conclusion of the Committee and the Board meetings on November 11, 2019, the parties finalized the transaction documentation, executed the merger agreement and issued a press release

23

Table of Contents

announcing the merger. A-B amended its Schedule 13D in respect of shares of CBA common stock to disclose A-B's entry into the merger agreement with CBA on November 12, 2019.

Reasons for the Merger; Recommendation of the Board; Fairness of the Merger

        The Board originally formed the Committee in 2016 in connection with CBA's exploration of strategic alternatives with A-B and third parties and the subsequent negotiation of the commercial agreements entered into at that time between CBA and A-B, and the Committee has remained as a standing committee to be convened as needed from time to time. In 2019, the Committee, comprised at all times of all of CBA's directors who are independent and not affiliated with A-B, was called upon to evaluate CBA's alternatives with respect to its commercial and strategic relationships with A-B and to consider the proposed merger transaction. At all times during 2019, the Board consisted of eight directors, six of whom are independent and not affiliated with A-B, and two of whom, Messrs. Gilbertson and Mills, are employed by A-B. In this section of the proxy entitled "Reasons for the Merger; Recommendation of the Board; Fairness of the Merger," references to the Board refer to the Board without the participation of Messrs. Gilbertson and Mills, who recused themselves due to their affiliation with A-B. After careful consideration, at a special meeting on November 11, 2019, the Committee unanimously recommended that the Board approve and authorize the merger agreement and the merger, and the Board (other than the A-B-affiliated directors, who recused themselves due to such affiliation), on behalf of the Company and based on the recommendation of the Committee, unanimously (a) determined that the merger agreement and the transactions contemplated by it, including the merger, are fair to and in the best interests of CBA and its shareholders (including unaffiliated security holders), (b) determined that it is in the best interests of CBA and its shareholders (including unaffiliated security holders) and declared it advisable to enter into the merger agreement, and (c) approved the adoption of the merger agreement, the merger and the other transactions contemplated by the merger agreement. Accordingly, based on its evaluation and having received the recommendation of the Committee, the Board, by unanimous vote of the directors not affiliated with A-B, recommends that CBA shareholders vote "FOR" the adoption of the merger agreement. In addition, the Committee and the Board believe that the merger is fair to CBA's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act.

        In evaluating the merger, the Committee and the Board consulted with CBA's legal and financial advisors, as well as CBA's management team, and considered a number of factors, including the following factors that weighed in favor of the merger:

•

Attractive Value.  The merger consideration of $16.50 per share of CBA common stock represented a per share premium of (a) 125% over the closing price of a share of CBA common stock on November 11, 2019, the last trading day prior to the announcement of the merger, (b) 99% over the volume weighted average price of a share of CBA common stock for the 30-day period ending on November 11, 2019, the last trading day prior to the announcement of the merger and (c) 60% above the highest closing price of CBA common stock at any time following A-B's August 23, 2019 announcement that it would not be making a "qualifying offer" and instead would pay CBA $20,000,000 under agreements entered into in 2016. In this regard, the Committee and the Board considered that during the period from August 23, 2016 to August 22, 2019, the trading price of CBA common stock was impacted by speculation regarding the likelihood of A-B making a "qualifying offer" at certain prices, including at a price equal to or exceeding $24.50 in 2019, and that the trading prices prevailing after August 23, 2019 represented a better indication of investors' perceptions of CBA's true value.



•

Best Alternative for Maximizing Shareholder Value.  The Committee and the Board considered that the merger consideration of $16.50 in cash per CBA share was more favorable to CBA's shareholders than the potential value that might result from other alternatives reasonably

24

Table of Contents

available to CBA, including, but not limited to, the continued operation of CBA on a standalone basis with no change in its relationship with A-B, in light of a number of factors, including:

•

The Committee's and the Board's respective assessments of CBA's business, operations, financial condition, earnings and prospects, its competitive position and historical and projected financial performance, its long-range plans, and the risk in achieving those prospects and plans, as well as industry, economic and market conditions and trends, including the Committee's and the Board's assessments of CBA's exposure to the changes in the craft brewing industry including shifting consumer tastes, the impact on CBA of general, macro-economic development and other risks and uncertainties discussed in CBA's public filings with the SEC, and the benefits and risks of CBA's relationship with A-B;



•

The strategic and other alternatives reasonably available to CBA, including the alternative of remaining a standalone public company, in light of a number of factors and the risks and uncertainty associated with those alternatives, none of which were deemed likely to result in value to CBA's stockholders that would exceed, on a present-value basis, the value of the merger consideration;



•

That A-B was the most logical acquiror of CBA and, in light of A-B's strategic positioning, existing presence within and plans for the craft beer segment and synergy potential, as well as A-B's existing investment in CBA and A-B's long-standing brewing, marketing and distributorship relationships with CBA, that A-B was the potential transaction partner most likely to offer the highest value to A-B's shareholders;



•

The fact that although A-B's amended Schedule 13D filing on August 23, 2019 indicated it from time to time evaluates its investment in and arrangements with CBA and may develop plans or proposals with respect to mergers, reorganizations, liquidations, consolidations or other change of control transactions involving CBA, or partnering with third parties in other strategic transactions as to CBA, no potential acquirer other than A-B made a proposal to acquire CBA before the merger agreement was executed on November 11, 2019; the Committee's and the Board's belief that, if any third parties were interested in exploring a transaction with CBA, such potential acquirers would have been motivated to approach CBA; and the Committee's and the Board's belief, after consultation with Goldman Sachs, that no other potential transaction party was likely to be both willing and able to propose to acquire CBA at a valuation of $16.50 per share or greater, including because under certain circumstances involving a change of control of CBA to a third party, A-B would have the right to terminate or revoke certain commercial arrangements with CBA or reinstitute certain commercial arrangements between the parties that existed prior to August 23, 2016, which could have a negative effect on the perceived value of CBA to a third-party acquiror;



•

A-B's consistent assertions that A-B intended to remain a significant shareholder in CBA for the foreseeable future and that A-B was not willing to waive in advance any contractual governance or other rights that A-B had under the existing commercial agreements between A-B and CBA; and



•

A-B's representation to CBA that the $16.50 merger consideration was its best and final offer, and that such offer had taken into account, and had been increased because of, CBA's negotiating efforts, and the conclusion reached by the Committee, after discussions with CBA's advisors and negotiations with A-B, that $16.50 per share was at or very close to the maximum price that A-B would offer.



•

Greater Certainty of Value.  The Committee and the Board considered that the proposed merger consideration is all cash, so that the transaction provides shareholders certainty of value and

25

Table of Contents

liquidity for their shares, especially when viewed against the risks and uncertainties inherent in CBA's business, including the internal and external risks associated with CBA's strategy.

•

Higher Likelihood of Completion.  The Committee and the Board considered the likelihood of completion of the merger to be high, particularly in light of the terms of the merger agreement and closing conditions, including:



•

The absence of a financing condition in the merger agreement (as more fully described under "Special Factors—Financing of the Merger");



•

The commitment of A-B in the merger agreement to use reasonable best efforts to satisfy conditions and complete the merger, and to obtain the regulatory approvals, including the obligation to make divestitures that would not constitute a "substantial detriment" (as more fully described under "The Merger Agreement—Filings; Other Actions; Notification");



•

The requirement that, in the event of a failure of the merger to be consummated due to failure to satisfy antitrust-related conditions, A-B pay CBA a termination fee of $15,000,000 (as more fully described under "The Merger Agreement—Parent Termination Fee");



•

The absence of any unusual or unlikely-to-be-satisfied conditions to the consummation of the merger (as more fully described under "The Merger Agreement—Conditions to the Merger"); and



•

The commitment of A-B to vote or cause to be voted any CBA shares beneficially owned by it in favor of the Merger Agreement Proposal at the special meeting, which limits A-B's ability to seek to avoid completing the merger should A-B's view of the desirability of the transaction change during the pendency of the merger (as more fully described under "Special Factors—A-B's Obligation to Vote in Favor of the Merger").



•

Opportunity to Receive Alternative Proposals and to Terminate the A-B Transaction in Order to Accept a Superior Proposal.  The Committee and the Board considered the terms of the merger agreement permitting CBA to receive unsolicited acquisition proposals, and the other terms and conditions of the merger agreement, including:



•

That until the time CBA's shareholders approve the Merger Agreement Proposal, subject to certain conditions and requirements, CBA is permitted to receive, consider and respond to unsolicited acquisition proposals or engage in discussions or negotiations with third parties making such acquisition proposals (as more fully described under "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes—No Solicitation Exceptions"); and



•

CBA is permitted, subject to customary requirements included in the merger agreement, to recommend, or to terminate the merger agreement to enter into a superior transaction, subject to payment to A-B of a termination fee of $9,000,000, which amount the directors believed to be reasonable under the circumstances and taking into account the range of such termination fees in similar transactions, and the unlikelihood that a fee of such size would be a meaningful deterrent to alternative acquisition proposals (as more fully described under "The Merger Agreement—Termination—Termination Fees").



•

Receipt of Fairness Opinion from Goldman Sachs.  The Committee considered the oral opinion of Goldman Sachs, subsequently confirmed in Goldman Sachs' written opinion dated as of November 11, 2019, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the $16.50 in cash per share of CBA common stock to be paid to the holders (other than A-B and its affiliates) of shares of CBA common stock pursuant to the merger agreement was fair from a financial point of view to such holders, as more fully described below the section

26

Table of Contents

entitled "Special Factors—Opinion of Goldman Sachs & Co. LLC" beginning on page 32 of this proxy statement.

•

Other Factors.  The Committee and the Board also considered:



•

The fact that the approval of the Merger Agreement Proposal is conditioned on the affirmative vote of a majority of the outstanding shares of CBA common stock not held by A-B or any of its affiliates (as more fully described under "The Special Meeting—Vote Required");



•

That CBA shareholders who do not vote to approve the merger agreement and who follow certain prescribed procedures are entitled to dissent from the merger and demand payment of the "fair value" of their CBA shares, as and to the extent provided by Washington law (as more fully described under "Special Factors—Dissenters' Rights");



•

The terms of the merger agreement providing CBA sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the merger or the termination of the merger agreement (as more fully described under "The Merger Agreement—Conduct of Our Business Pending the Merger"); and



•

That the merger agreement permits CBA to award retention payments to current employees and executives, which, the Committee and the Board believed, would increase the stability of CBA during the pendency of the merger and reduce the risks to CBA in the event the merger is terminated and not completed for any reason (as more fully described under "Interests of Executive Officers and Directors of the Company in the Merger—Retention Program").

        The Committee and the Board also considered the following uncertainties, risks and potentially negative factors in their deliberations concerning the merger:

•

That, following the completion of the merger, CBA's shareholders will not participate in potential further growth in CBA's assets, future earnings growth or future appreciation in value of the shares;



•

The risk that the transactions contemplated by the merger agreement may not be consummated in a timely manner or at all, and the consequences thereof, including (i) the potential loss of value to CBA's shareholders, (ii) the potential negative impact on the operations and prospects of CBA, including the risk of loss of key personnel, and (iii) the market's perception of CBA's prospects could be adversely affected if such transactions were delayed or were not consummated;



•

The limitations on A-B's obligations to use reasonable best efforts to obtain regulatory approvals, including that (i) in the event a governmental entity commences litigation to prevent the merger on antitrust grounds or succeeds in obtaining an injunction against the merger, A-B is not required to litigate to defend against such action or to remove such injunction and (ii) other than with respect to CBA's Hawaii business, A-B is not required to make any divestitures, or agree to any other remedies, in order to obtain antitrust-related clearances;



•

That the receipt of cash by stockholders in exchange for their shares of common stock pursuant to the merger will be a taxable transaction to CBA stockholders for U.S. federal income tax purposes (as more fully described under "Special Factors—Material U.S. Federal Income Tax Consequences of the Merger");



•

The possibility that under certain limited circumstances generally involving CBA entering into a superior transaction, CBA may be required to pay A-B a termination fee of $9,000,000 (as more fully described under "The Merger Agreement—Company Termination Fee");

27

Table of Contents

•

The restrictions placed on the conduct of CBA's business prior to the completion of the merger pursuant to the terms of the merger agreement, which could delay or prevent CBA from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of CBA absent the pending completion of the merger; and



•

That CBA's directors, officers and employees have expended and will expend extensive efforts attempting to complete the transactions contemplated by the merger agreement and such persons have experienced and will experience significant distractions from their work during the pendency of such transactions and that CBA has incurred and will incur substantial costs in connection with such transactions, even if such transactions are not consummated.

        The Committee and the Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits of the Merger.

        In the course of reaching its decision to approve and declare advisable the merger agreement and the transactions contemplated thereby, including the merger, the Committee and the Board did not consider the liquidation value of CBA, and did not believe it to be a relevant methodology, because it considered CBA to be a viable, going concern, it considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of CBA and that CBA will continue to operate its business following the merger. For the foregoing reasons, the Committee and the Board did not consider liquidation value to be a relevant methodology. Further, the Committee and the Board did not consider net book value as a factor because they believed that net book value is not a material indicator of the value of CBA as a going concern but rather is indicative of historical costs and because net book value does not take into account the prospects of CBA, market conditions, trends in the industry in which CBA operates or the business risks inherent in that industry. The Committee and the Board were not aware of any firm offer for a merger, sale of all or a substantial part of CBA's assets, or a purchase of a controlling amount of CBA securities having been received by CBA from anyone other than A-B with respect to the current transaction, in the two years preceding the signing of the merger agreement.

        The Committee did not seek to establish a pre-merger going concern value for the Company, and therefore no such value was considered by the Board in making its fairness determination on behalf of the Company. Rather, the Committee believed that the financial analyses presented by Goldman Sachs, as more fully summarized in the section entitled "Special Factors—Opinion of Goldman Sachs & Co. LLC," on which the Committee relied in making its recommendation to the Board, were indicative of going concern values for the Company as it continues to operate its business.

        In addition, the Committee and the Board were aware of and considered the interests that CBA's directors and executive officers may have with respect to the transaction that may differ from, or are in addition to, their interests as stockholders of CBA generally, as described in the section entitled "Special Factors—Interests of Executive Officers and Directors of the Company in the Merger."

        This discussion of the information and factors considered by the Committee and the Board includes the material positive and negative factors considered by the Committee and the Board, but it is not intended to be exhaustive and may not include all the factors considered by the Committee or the Board. Neither the Committee nor the Board quantified or assigned any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger agreement and the transactions. Rather, Committee and the Board each viewed its position and recommendation as being based on the totality of the information presented to and factors considered by it. In addition, individual members of the Committee and the Board may have given differing weights to different factors.

        The Committee and the Board believe that sufficient procedural safeguards were and are present to ensure the fairness of the merger and to permit the Committee and the Board to represent

28

Table of Contents

effectively the interests of the unaffiliated shareholders. These procedural safeguards include the following:

•

the members of the Board who are independent and not affiliated with A-B constitute a super-majority of the total number of directors (six of eight), and had the ability to exercise all powers of the Board, including the power to reject any transaction proposal regardless of the vote or objection of either of the A-B-affiliated directors;



•

the members of the Board who are designated by A-B have recused themselves and were excluded from all deliberations with respect to the negotiation, evaluation or approval of the merger agreement and the merger and the consideration of other strategic alternatives, deferring all decisions relating to the merger and CBA's potential strategic alternatives to the Committee (which represented a majority of the Board), which had the power to review, identify and negotiate the terms and conditions of any strategic transaction or opportunities related to strategic alternatives and make recommendations to the Board regarding what action, if any, should be taken by CBA with respect to any strategic alternatives (including rejecting any proposal);



•

that the members of the Committee are not officers or employees of CBA and the members of the Committee are not representatives of A-B, and are not expected to have an economic interest in CBA or the surviving corporation following the completion of the merger;



•

that the Committee retained independent financial and legal advisors to evaluate the merger, and was empowered to consider and negotiate the merger agreement and the transaction contemplated thereby, including the merger, and to make a recommendation to the Board as to what action (including approval or rejection thereof, if appropriate), if any, should be taken by CBA with respect thereto;



•

the terms of the merger agreement (including the merger consideration) and the transactions contemplated thereby, including the merger, were extensively negotiated by members of CBA's officers and financial and legal advisors, and were closely reviewed and scrutinized by the Committee;



•

that at the outset of negotiations, A-B conditioned its entry into the transaction on (i) the approval of the merger agreement and the transactions contemplated thereby, including the merger, by the Committee and (ii) the unwaivable approval of the merger agreement and the transactions contemplated thereby, including the merger, by a majority of the outstanding shares of CBA common stock entitled to vote at the special meeting, other than those owned by A-B or any of its affiliates;



•

the various terms of the merger agreement, including the ability of CBA to receive, negotiate and, under specified circumstances, to terminate the merger agreement to accept a "superior proposal" (as more fully described under "The Merger Agreement"); and



•

that the members of the Committee met frequently during the period from August 23, 2019 through the execution of the merger agreement, to receive updates; to review, among other things, CBA's business, operations, financial condition, earnings and prospects, its competitive position and historical and projected financial performance, its long-range plans, and the risk in achieving those prospects and plans; to review CBA's strategic and commercial alternatives and options; and to consider and evaluate discussions with A-B and, ultimately, the proposal from A-B.

29

Table of Contents

Position of the A-B Parties as to the Fairness of the Merger

        Under the SEC rules governing "going private" transactions, each of the A-B Parties may be deemed to be an "affiliate" (as defined under Rule 13e-3 of the Exchange Act) of the Company engaged in the "going private" transaction and, therefore, the A-B Parties are required to express their position as to the fairness of the proposed merger to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. The A-B Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the A-B Parties should not be construed as a recommendation to any unaffiliated shareholder as to how that shareholder should vote on the Merger Agreement Proposal.

        The A-B Parties believe that the merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was or simultaneously with this proxy statement will be filed with the SEC) is fair to the Company's unaffiliated shareholders on the basis of the factors described in "Special Factors—Purpose and Reasons of the A-B Parties for the Merger" and the additional factors described below.

        The A-B Parties did not participate in the deliberations of the Board regarding, or receive advice from the Company's management or legal or financial advisors as to, the fairness of the proposed merger to the Company's unaffiliated shareholders. The A-B Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the merger to the Company's unaffiliated shareholders. However, based on the knowledge and analysis by the A-B Parties of available information regarding the Company, as well as the factors considered by, and the analysis and resulting conclusions of, the Board discussed in this proxy statement in "Special Factors—Purpose and Reasons of the Company for the Merger," the A-B Parties believe that the merger is substantively and procedurally fair to the Company's unaffiliated shareholders. In particular, the A-B Parties based their belief on the following factors, among others, which are not presented in any relative order of importance:

•

at the outset of negotiations, Parent conditioned its entry into the transaction on (i) the approval of the merger agreement and the transactions contemplated by it, including the merger, by the Committee and (ii) the unwaivable approval of the merger agreement and the transactions contemplated by it, including the merger, by a majority of the outstanding shares of CBA common stock entitled to vote at the special meeting, held by shareholders other than Parent or any of its affiliates;



•

the merger consideration represents a premium of 99% over the volume weighted average price of the shares of CBA common stock for the 30-day period ending on November 11, 2019, the last trading day prior to the public announcement of the merger, and 125% over the closing price of the shares of CBA common stock on November 11, 2019;



•

the merger consideration is all cash, which provides certainty of value and liquidity to the unaffiliated shareholders;



•

consummation of the merger will allow the unaffiliated shareholders not to be exposed to risks and uncertainties relating to the prospects of the Company following completion of the merger;



•

the terms of the merger agreement (including the merger consideration) and the transactions contemplated by it, including the merger, were extensively negotiated with the Company's management, and were closely reviewed and scrutinized by the Committee;



•

the merger is conditioned on the approval of the merger agreement by a majority of the outstanding shares of CBA common stock entitled to vote at the special meeting, taking into account Parent's commitment to vote its shares of CBA common stock in favor of the Merger

30

Table of Contents

Agreement Proposal, and the approval of the merger agreement by a majority of the outstanding shares of CBA common stock entitled to vote at the special meeting, held by shareholders other than Parent or any of its affiliates;

•

the Company is permitted to, subject to customary requirements included in the merger agreement, enter into or recommend a transaction with a person or group (as defined under Section 13 of the Exchange Act) that constitutes a superior proposal (as defined in "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes—No Solicitation Exceptions," beginning on page 73), subject to payment to Parent of a termination fee equal to $9,000,000;



•

the Board or the Committee is permitted to, subject to customary requirements included in the merger agreement, change its recommendation if it determines that an intervening event (as defined in "The Merger Agreement—No Solicitation of Acquisition Proposals; Board Recommendation Changes—No Change of Recommendation Exceptions—Intervening Events," beginning on page 76) has occurred after the date of the merger agreement;



•

the requirement that, in the event of a failure of the merger to be consummated due to failure to satisfy certain antitrust-related closing conditions, Parent must pay the Company a termination fee of $15,000,000;



•

the fact that dissenters' rights are available to the Company's unaffiliated shareholders who comply with all of the required procedures under the WBCA for exercising dissenters' rights, which allows holders to obtain payment of the fair value under Chapter 23B.13 of the WBCA;



•

the Committee retained independent financial and legal advisors to evaluate the merger, and was empowered to consider and negotiate the merger agreement and the transactions contemplated by it, including the merger, and to make a recommendation to the Board as to what action (including approval or rejection thereof, if appropriate), if any, should be taken by the Company with respect thereto;



•

the fact that at the meeting of the Committee on November 11, 2019, Goldman Sachs rendered to the Committee its oral opinion, subsequently confirmed in its written opinion dated November 11, 2019, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the $16.50 in cash per share of CBA common stock to be paid to the holders (other than A-B InBev and its affiliates) of shares of CBA common stock pursuant to the merger agreement was fair from a financial point of view to such holders (as more fully described under "Special Factors—Opinion of Goldman Sachs & Co. LLC");



•

the Committee unanimously determined that the terms of the merger agreement and the transactions contemplated by it, including the merger, are fair to and in the best interests of, the Company and its shareholders (including unaffiliated security holders) (other than the A-B Parties and their affiliates) and resolved to recommend that the Board approve and authorize the merger agreement and the transactions contemplated by it, including the merger; and



•

upon the recommendation of the Committee, the Board (other than Messrs. Gilbertson and Mills, who recused themselves due to their affiliation with A-B) on behalf of the Company and unanimously approved the merger agreement and the transactions contemplated by it, including the merger, and determined that the terms of the merger agreement and the transactions contemplated by it, including the merger, were fair to, and in the best interests of, the Company and its shareholders (including unaffiliated security holders).

        In addition to the factors above, the A-B Parties considered (i) the historical stock trading price of the Company, (ii) the then-current trading price of the Company, which the A-B Parties considered the

31

Table of Contents

best available indicator of the Company's going concern value so long as the trading price at that time was not impacted by speculation regarding the likelihood of a potential transaction, and (iii) the A-B Parties' internal determination based on non-stock trading price metrics, including a discounted cash flow analysis, comparisons against other publicly traded companies and publicly available analyst targets for the Company, that the Company could have a pre-merger going concern value on a standalone basis in the range of approximately $10.00 to $17.00. The A-B Parties' going-concern determination was made purely for internal analysis purposes and not with a view toward determining the fairness of the proposed merger to the Company's unaffiliated shareholders. To the extent that the closing price for the Company's shares on NASDAQ on November 11, 2019, the last trading day prior to the public announcement of the merger, reflected the per share going concern value of the Company, the merger consideration represented a premium of approximately 125% to the going concern value of the Company.

        The A-B Parties did not consider the liquidation value of the Company to be a relevant valuation methodology and, therefore, did not appraise the assets of the Company to determine the liquidation value because (a) of the impracticability of determining a liquidation value given the significant execution risk involved in any breakup, (b) the A-B Parties considered the Company to be a viable going concern, and (c) the business and operations of the Company will continue to be operated following the merger and will be integrated into Parent's business. The A-B Parties did not consider net book value, which is an accounting concept, because, in the A-B Parties' view, net book value is neither indicative of the Company's market value nor its value as a going concern, but rather is an indicator of historical costs. The A-B Parties have also not made any purchases of shares of CBA common stock during the past two years and are not aware of any firm offers for the Company made by any unaffiliated person, other than the A-B Parties, within the past two years.

        The foregoing discussion of the information and factors considered by the A-B Parties in connection with the fairness of the merger agreement and the transactions contemplated by it, including the merger, is not intended to be exhaustive but is believed to include all material factors considered by them. The A-B Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the merger agreement or the merger. Rather, the A-B Parties believe these factors provide a reasonable basis upon which to form its belief that the merger agreement and the merger, are fair to the Company's unaffiliated shareholders. This belief should not, however, be construed as a recommendation to any unaffiliated shareholder to vote in favor of the Merger Agreement Proposal. None of the A-B Parties makes any recommendation as to how any unaffiliated shareholder should vote its shares of CBA common stock on the Merger Agreement Proposal.

Opinion of Goldman Sachs & Co. LLC

        At a meeting of the Committee held on November 11, 2019, Goldman Sachs rendered to the Committee its oral opinion, subsequently confirmed in its written opinion dated November 11, 2019, to the effect that, as of the date of Goldman Sachs' written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the $16.50 in cash per share of CBA common stock to be paid to the holders (other than A-B InBev and its affiliates) of shares of CBA common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated November 11, 2019, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with Goldman Sachs' opinion, is attached to this proxy statement as Annex B. The summary of Goldman Sachs' opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs' written opinion. Goldman Sachs' advisory services and opinion were provided for the information and assistance of the Committee in connection

32

Table of Contents

with its consideration of the merger and the opinion does not constitute a recommendation as to how any holder of shares of CBA common stock should vote with respect to the merger or any other matter.

        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the merger agreement;



•

annual reports to shareholders and Annual Reports on Form 10-K of CBA for the five years ended December 31, 2018;



•

certain interim reports to shareholders and Quarterly Reports on Form 10-Q of CBA;



•

certain other communications from CBA to its shareholders;



•

certain publicly available research analyst reports for CBA; and



•

certain internal financial analyses and forecasts for CBA prepared by its management, as approved for Goldman Sachs' use by the Committee (referred to in this section as the "projections" and which are summarized in the section entitled "Special Factors—Unaudited Prospective Financial Information of CBA," beginning on page 47).

        Goldman Sachs also held discussions with members of the senior management of CBA regarding their assessment of the past and current business operations, financial condition and future prospects of CBA; reviewed the reported price and trading activity for the shares of CBA common stock; compared certain financial and stock market information for CBA with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the beverage industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

        For purposes of rendering its opinion, Goldman Sachs, with the consent of the Committee, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of the Committee that the projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Committee. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of CBA and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs assumed that the merger would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion does not address the underlying business decision of CBA to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to CBA; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, CBA or any other alternative transaction. Goldman Sachs' opinion addresses only the fairness from a financial point of view to the holders (other than A-B InBev and its affiliates) of shares of CBA common stock, as of the date of the opinion, of the $16.50 in cash per share of CBA common stock to be paid to such holders pursuant to the merger agreement. Goldman Sachs did not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or the merger, or any term or aspect of any other agreement or instrument

33

Table of Contents

contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of CBA; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of CBA, or class of such persons, in connection with the merger, whether relative to the $16.50 in cash per share of CBA common stock to be paid to the holders (other than A-B and its affiliates) of CBA common stock pursuant to the merger agreement or otherwise. Goldman Sachs did not express any opinion as to the impact of the merger on the solvency or viability of CBA, A-B InBev or Parent or the ability of CBA, A-B InBev or Parent to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of the opinion. Goldman Sachs' advisory services and its opinion were provided for the information and assistance of the Committee and the Board in connection with their consideration of the merger and such opinion does not constitute a recommendation as to how any holder of shares of CBA common stock should vote with respect to the merger or any other matter. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

        The following is a summary of the material financial analyses presented by Goldman Sachs to the Committee in connection with Goldman Sachs' rendering to the Committee of the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 8, 2019, the last completed trading day prior to the day the parties entered into the merger agreement, and is not necessarily indicative of current market conditions.

Implied Premia and Multiples

        Goldman Sachs calculated and compared the implied premia and implied multiples described below based on the $16.50 in cash per share of CBA common stock to be paid to the holders of shares of CBA common stock pursuant to the merger agreement:

•

the implied premia represented by the $16.50 in cash per share of CBA common stock relative to:



•

$7.29, the closing price for the CBA common stock on November 8, 2019, the last completed trading day prior to the day the parties entered into the merger agreement (which is referred to in this section as the "Current Share Price");



•

$7.56, the volume weighted average price (referred to in this section as "VWAP") of the CBA common stock over the 10-trading day time period ended November 8, 2019 (which is referred to in this section as the "10-day VWAP");



•

$8.05, the VWAP of the CBA common stock over the 30-trading day time period ended November 8, 2019 (which is referred to in this section as the "30-day VWAP");

34

Table of Contents

•

$7.11, the lowest intraday trading price of the CBA common stock over the 52-week period ended November 8, 2019 (which is referred to in this section as the "52-Week Low");



•

$18.07, the highest intraday trading price of the CBA common stock over the 52-week period ended November 8, 2019 (which is referred to in this section as the "52-Week High");



•

$12.96, the closing price for the CBA common stock on August 22, 2019, the last completed trading day prior to public announcement that A-B determined that it would not make a "qualifying offer" for the securities of CBA (which is referred to in this section as the "A-B Announcement Share Price");



•

the implied enterprise value for CBA as a multiple of CBA's adjusted earnings before interest expense, amortization of deferred financing costs, income taxes, depreciation and amortization (which is referred to in this section as "Adjusted EBITDA") for the 12-month period ended June 30, 2019, as provided by CBA's management (which is referred to in this section as "Q2 2019 LTM Adjusted EBITDA");



•

the implied enterprise value for CBA as a multiple of the estimates of CBA's sales for calendar year 2019, based on analyst estimates and as reflected in the projections;



•

the implied enterprise value for CBA as a multiple of the estimates of CBA's Adjusted EBITDA for calendar years 2019 and 2020, based on analyst estimates and as reflected in the projections; and



•

the implied enterprise value for CBA as a multiple of the estimates of CBA's Adjusted EBITDA for calendar year 2019, calculated by applying CBA's Adjusted EBITDA margin for calendar year 2020, based on analyst estimates, to CBA's sales for calendar year 2019, as reflected in the projections, to normalize selling general and administrative costs in calendar year 2019 (which is referred to in this section as "Pro Forma Adjusted EBITDA").

        Goldman Sachs calculated the implied enterprise value of CBA for purposes of calculating the foregoing multiples by multiplying the $16.50 in cash per share of CBA common stock by the total number of fully diluted shares of CBA common stock outstanding as of November 8, 2019, calculated using information provided by CBA management using the treasury stock method and adding to the result CBA's net debt (defined for this purpose as CBA's debt less cash, reflecting the $20,000,000 payment from A-B on August 23, 2019 and $10,000,000 debt repayment using such proceeds, and which is referred to in this section as "Net Debt") as of October 31, 2019, as provided by CBA management.

        The results of these calculations and comparisons were as follows:

35

Table of Contents

Illustrative Discounted Cash Flow Analysis

        Using the projections, Goldman Sachs performed an illustrative discounted cash flow analysis on CBA to derive a range of illustrative present values per share of CBA common stock.

        Using discount rates ranging from 6.0% to 7.0%, reflecting estimates of CBA's weighted average cost of capital, and a mid-year convention, Goldman Sachs derived a range of illustrative enterprise values for CBA, by discounting to present value as of December 31, 2019, (a) the estimates of the unlevered free cash flow to be generated by CBA for the period from January 1, 2020 to December 31, 2024, as reflected in the projections, and (b) a range of illustrative terminal values for CBA as of December 31, 2024, calculated by applying perpetuity growth rates ranging from 2.0% to 2.5% to the estimate of the terminal year unlevered free cash flow of CBA as reflected in the projections (which analysis implied a range of multiples of terminal value to estimated terminal year Adjusted EBITDA of 11.5x to 16.4x). Goldman Sachs derived such discount rates by application of the capital asset pricing model (which is referred to in this section as "CAPM"), which requires certain company-specific inputs, including the company's target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the projections and market expectations regarding long-term real growth of gross domestic product and inflation.

        Goldman Sachs derived ranges of illustrative enterprise values for CBA by adding the ranges of present values it calculated for the unlevered free cash flow and illustrative terminal values, as described above. Goldman Sachs then subtracted CBA's Net Debt as of October 31, 2019, as provided by CBA management, from the range of illustrative enterprise values to derive a range of illustrative equity values for CBA. Goldman Sachs then divided the range of illustrative equity values by the implied total number of fully diluted CBA common stock outstanding as of November 8, 2019, based on the derived range of illustrative equity values, and calculated using information provided by CBA management and the treasury stock method, to derive a range of illustrative present values per share of CBA common stock of $11.34 to $16.68.

Illustrative Present Value of Future Share Price Analysis

        Goldman Sachs performed an illustrative analysis to derive a range of illustrative present values per share of CBA common stock, based on theoretical future prices calculated by Goldman Sachs for the CBA common stock derived using estimates of CBA's Adjusted EBITDA, as reflected in the projections.

        Using the projections, Goldman Sachs derived a range of theoretical future enterprise values for CBA as of December 31 of each of 2019, 2020 and 2021, by applying a range of illustrative multiples of enterprise value to Adjusted EBITDA for the next 12-month period, which is referred to in this section as "NTM EBITDA," of 10.5x to 14.5x to the estimated Adjusted EBITDA for the following full year

36

Table of Contents

reflected in the projections. Goldman Sachs then derived a range of theoretical future values per share of CBA common stock as of December 31 of each of 2019, 2020 and 2021 by subtracting the estimated Net Debt of CBA as of that date and dividing the result by the estimated fully-diluted CBA common stock outstanding as of that date, all as reflected in the projections. Using an illustrative discount rate of 7.0%, reflecting Goldman Sachs' estimate of CBA's cost of equity, Goldman Sachs discounted to present value the range of theoretical future values per share of CBA common stock it derived as of December 31 of each of 2019, 2020 and 2021.

        Goldman Sachs derived the illustrative discount rate of 7.0% by application of CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of illustrative multiples of enterprise value to NTM EBITDA of 10.5x to 14.5x applied by Goldman Sachs as described above was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, current and historical multiples of enterprise value to NTM EBITDA for CBA and multiples of enterprise value to EBITDA for selected companies in the beverage industry as summarized below under "Selected Publicly Traded Companies Analysis."

        This analysis yielded a range of illustrative present values per share of CBA common stock of $5.21 to $13.76.

Selected Precedent Transactions Analysis

        Goldman Sachs analyzed certain publicly available information relating to certain acquisition transactions announced since November 1, 2007 involving target companies in the beverage industry.

        While none of the target companies in the selected transactions are directly comparable to CBA and none of the selected transactions are directly comparable to the proposed transaction, the target companies in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of CBA's results, market size and product profile.

        Using publicly available information, for each of the selected transactions, Goldman Sachs calculated the implied enterprise value of the applicable target company based on the consideration paid in the applicable transaction, as a multiple of the target company's estimated EBITDA for the first full year prior to announcement of each applicable transaction (which is referred to in this section as "LTM EBITDA"), as disclosed in public company filings and other publicly available information. The

37

Table of Contents

selected transactions and the implied enterprise value to LTM EBITDA multiples calculated for the transactions are set forth below.

        Based on the results of the foregoing calculations and Goldman Sachs' analyses of the various transactions and its professional judgment and experience, Goldman Sachs applied a range of enterprise value to LTM EBITDA multiples of 8.8x to 31.5x to CBA's estimated Q2 2019 LTM Adjusted EBITDA for 2019 as reflected in the projections, to derive a range of implied enterprise values for CBA. Goldman Sachs subtracted from this range of implied enterprise values CBA's Net Debt as of October 31, 2019, as provided by CBA management, and divided the result by the implied total number of fully diluted CBA common stock outstanding as of November 8, 2019, based on the derived range of illustrative equity values, and calculated using information provided by CBA management and the treasury stock method, to derive a range of implied values per share of CBA common stock of $3.50 to $16.77.

Premia Paid Analysis

        Goldman Sachs reviewed and analyzed, using publicly available data obtained from Thomson Reuters databases, the premia paid in acquisitions of publicly traded companies in the United States from January 1, 2014 through November 8, 2019 in which the target company had an implied enterprise value of between $100,000,000 and $1,000,000,000. For the entire period, Goldman Sachs calculated the 75th percentile, median, and 25th percentile premia of the price paid relative to the

38

Table of Contents

target company's share price one trading day prior to the original announcement of the transaction. The following shows a summary of the results of the review:

        Based on its review of the foregoing data and its professional judgment and experience, Goldman Sachs applied a range of illustrative premia of 13.9% - 47.1% to the Current Share Price. This analysis resulted in a range of implied values per share of CBA common stock of $9.44 to $12.19.

Selected Publicly Traded Companies Analysis

        Using publicly available information, Goldman Sachs calculated and compared, for reference only, certain multiples with respect to the implied enterprise value and share price of CBA with corresponding information for the following selected group of publicly traded companies in the beverage industry and which are referred to in this section as the "selected companies":

•

Anheuser-Busch InBev SA/NV



•

The Boston Beer Company



•

Constellation Brands, Inc.



•

Heineken N.V.



•

Molson Coors Brewing Company

        For each of CBA and the selected companies, Goldman Sachs calculated and compared, for reference only, among other things, its implied enterprise value as a multiple of its estimated EBITDA for 2020. Goldman Sachs calculated an implied enterprise value for each of CBA and the selected companies by multiplying its closing share price as of November 8, 2019, by the number of fully diluted shares of the company to derive an implied equity value for each company, and adding to the resulting implied equity value the amount of each company's net debt and the book value of its minority interests and investments in affiliates. All such amounts for CBA and the selected companies were calculated based on information in the applicable company's most recent publicly available SEC filings as of November 8, 2019.

        For purposes of its calculations, Goldman Sachs used estimates of the EBITDA for 2020 for CBA and each of the selected companies based on median analyst estimates published as of November 8, 2019 by the Institutional Brokers' Estimated System and/or estimates published by Wall Street research analysts. For CBA, Goldman Sachs also used the estimates of its EBITDA for 2020 reflected in the projections.

39

Table of Contents

        The results of these calculations were as follows:

        Although none of the selected companies are directly comparable to CBA, Goldman Sachs selected these companies because they are publicly traded companies with certain operations that, for purposes of analysis, may be considered similar to certain operations of CBA.

General

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to CBA, A-B or the merger.

        Goldman Sachs prepared these analyses for purposes of providing its opinion to the Committee as to the fairness from a financial point of view to the holders (other than A-B InBev and its affiliates) of shares of CBA common stock, as of the date of the opinion, of the $16.50 in cash per share of CBA common stock to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of CBA, A-B, Goldman Sachs or any other person assumes responsibility if future results are materially different from those projected.

        The merger consideration was determined through arm's-length negotiations between CBA and A-B and was approved by the Committee and the Board. Goldman Sachs provided advice to the Committee during CBA's negotiations with A-B in connection with the merger agreement. Goldman Sachs did not, however, recommend any specific amount of consideration to CBA or that any specific amount of consideration constituted the only appropriate consideration for the merger.

        As described above, Goldman Sachs' opinion was one of many factors taken into consideration by the Committee and the Board in making its determination to approve the merger. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the delivery of its fairness opinion to the Committee and the Board and is qualified in its entirety by reference to the written opinion of Goldman Sachs, attached as Annex B to this proxy statement.

40

Table of Contents

        Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of CBA, A-B InBev, any of their respective affiliates and third parties, including Stichting Anheuser-Busch InBev (the "Stichting") and Altria Group, Inc. ("Altria"), each a significant shareholder of A-B InBev, or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs has acted as financial advisor to the Committee in connection with, and has participated in certain of the negotiations leading to, the proposed merger. Goldman Sachs expects to receive fees for its services in connection with the proposed merger, the principal portion of which is contingent upon consummation of the proposed merger, and CBA has agreed to reimburse certain of Goldman Sachs' expenses arising, and indemnify Goldman Sachs against certain liabilities that may arise, out of its engagement. During the two-year period ended November 11, 2019, the Investment Banking Division of Goldman Sachs has not been engaged by CBA and/or A-B InBev and/or their respective affiliates to provide financial advisory and/or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Altria and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as a dealer in Altria's commercial paper program since May 2011; as joint bookrunner with respect to a public offering of Altria's 3.490% Notes due 2022, 3.800% Notes due 2024, 4.400% Notes due 2026, 4.800% Notes due 2029, 5.800% Notes due 2039, 5.950% Notes due 2049 and 6.200% Notes due 2059 (aggregate principal amount $11,500,000,000) in February 2019; and as joint bookrunner with respect to a public offering of Altria's 1.000% Notes due 2023, 1.700% Notes due 2025, 2.200% Notes due 2027, and 3.125% Notes due 2031 (aggregate principal amount €4,250,000,000) in February 2019. During the two-year period ended November 8, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Altria and/or its affiliates of less than $10,000,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to the Stichting and/or its affiliates from time to time. During the two-year period ended November 11, 2019, Goldman Sachs has not recognized compensation in respect of such services. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to CBA, A-B InBev, Altria, the Stichting and their respective affiliates for which Goldman Sachs' Investment Banking Division may receive compensation. In addition, a director on the board of directors of A-B InBev was, as of the date of Goldman Sachs' opinion, and is currently, affiliated with the Goldman Sachs Group, Inc. as a director.

        CBA, and, subsequently, the Committee, selected Goldman Sachs as the Company's and the Committee's financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to an engagement letter between CBA and Goldman Sachs, dated April 28, 2016, as amended on August 22, 2016 and November 8, 2019, CBA, and, subsequently, the Committee, engaged Goldman Sachs to act as the Company's and the Committee's financial advisor in connection with the merger. The engagement letter provides for a transaction fee of approximately $5,900,000, all of which is contingent upon completion of the merger. In addition, CBA agreed to reimburse Goldman Sachs for certain of its expenses, including reasonable attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

        Copies of Goldman Sachs' written opinion and presentation to the Committee on November 11, 2019 have been attached as exhibits to the Transaction Statement on Schedule 13E-3 filed with the SEC in connection with the proposed merger. These materials will be available for any interested

41

Table of Contents

shareholder of CBA (or any representative of a shareholder who has been so designated in writing) to inspect and copy at CBA's principal executive offices during regular business hours.

Other Written Presentations by Goldman Sachs

        In addition to the presentation made to the Committee described above, Goldman Sachs also made a written and oral presentation to the Committee on October 29, 2019. A copy of such written presentation by Goldman Sachs to the Committee has been attached as Exhibit (c)(1) to the Transaction Statement on Schedule 13E-3 filed with the SEC in connection with the proposed merger. Such written presentation will be available for any interested shareholder of CBA (or any representative of a shareholder who has been so designated in writing) to inspect and copy at CBA's principal executive offices during regular business hours.

        Such other written and oral presentation by Goldman Sachs, alone or together, did not constitute an opinion of Goldman Sachs with respect to the consideration to be paid in the merger. Information contained in such other written and oral presentation was substantially similar to the information provided in Goldman Sachs' written presentation to the Committee on November 11, 2019, as described above.

        The financial analyses in such other written and oral presentation were based on market, economic and other conditions as they existed as of the date of such presentation as well as other information that was available at such time. Accordingly, the results of the financial analyses differed due to changes in those conditions. Finally, Goldman Sachs continued to refine various aspects of its financial analyses with respect to CBA over time.

        Goldman Sachs expressly consented to the inclusion in their entirety of its opinion and the materials it presented to the Committee as exhibits to the Schedule 13E-3, and to the attachment of its opinion as Annex B to this proxy statement. These materials will also be available for any interested shareholder of the Company (or any representative of a shareholder who has been so designated in writing) to inspect and copy. However, neither the opinion of Goldman Sachs nor its presentations to the Committee constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the merger or any other matter.

Purpose and Reasons of the Company for the Merger

        The Company's purpose for engaging in the merger is to enable its shareholders to receive the merger consideration, which represents a per share premium of (a) 99% over the volume weighted average price of a share of CBA common stock for the 30-day period ending on November 11, 2019, the last trading day prior to the public announcement of the merger, and (b) 125% over the closing price of a share of CBA common stock on November 11, 2019, the last trading day prior to the public announcement of the merger. The Board believes that the merger provides the best opportunity to maximize shareholder value. The Company has determined to undertake the merger at this time based on the analyses, determinations and conclusions of the Committee and the Board described in detail above under "Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger."

Purpose and Reasons of the A-B Parties for the Merger

        Under the SEC rules governing "going private" transactions, each of the A-B Parties may be deemed to be an affiliate of the Company engaged in the "going private" transaction and, therefore, is required to express its purposes and reasons for the merger to the Company's "unaffiliated security holders," as defined under Rule 13e-3 of the Exchange Act. The A-B Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the A-B Parties should not be construed as a

42

Table of Contents

recommendation to any unaffiliated shareholder as to how that shareholder should vote on the Merger Agreement Proposal.

        The A-B Parties have undertaken to pursue the transaction at this time in light of the opportunities they perceive to enhance Parent's financial performance and competitive position by means of acquiring the Company's brands and other assets through the merger. For the A-B Parties, the purpose of the merger is to enable them to acquire control of the Company, through a transaction in which the shareholders of the Company (other than the A-B Parties and their affiliates) will be cashed out for $16.50 per share of the Company common stock, and bear the rewards and risks of the ownership of the Company after shares of CBA common stock cease to be publicly traded. In the opinion of the A-B Parties, the merger will provide a number of benefits to the A-B Parties and the Company that would follow from the Company becoming a wholly-owned subsidiary of Parent, including, but not limited to:

•

As a privately held company, the Company will have greater flexibility to operate with a view to the long term without focusing on short-term operating earnings and the associated implications to the Company's unaffiliated shareholders;



•

By ceasing to be a public company, the Company will benefit from the elimination of the additional burdens on its management, as well as the expense associated with being a public company, including the burdens of preparing periodic reports, maintaining required controls under U.S. federal securities laws and the costs of maintaining investor relationships, staff and resources;



•

Successful completion of the merger will allow the Company to have increased resources as a member of Parent's Brewers Collective, a business unit of Parent made up of Parent's craft beer partners, in comparison to the Company on a standalone basis;



•

Successful completion of the merger will result in significant cost efficiencies for the Company and Parent; and



•

The Merger will increase Parent's exposure to the craft beer market, and will allow both the Company and Parent to expand consumer access to the Company's diverse craft beer brands.

        The transaction has been structured as a cash merger to provide the Company's unaffiliated shareholders with cash for their shares of CBA common stock and to provide a prompt and orderly transfer of ownership of the Company in a single step, without the necessity of financing separate purchases of shares of CBA common stock in a tender offer and implementing a second-step merger to acquire any shares of CBA common stock not tendered into any such tender offer, and without incurring any additional transaction costs associated with such activities.

Plans for the Company After the Merger

        Following the consummation of the merger, the A-B Parties anticipate that the business and operations of the Company will continue to be conducted substantially as they are currently conducted, except that the business of the Company will be integrated into Parent's business and the Company will cease to be a public company. Pursuant to the merger agreement, the shares of CBA common stock will be delisted from NASDAQ and will cease to be registered under the Exchange Act (via termination of registration pursuant to Section 12(g) of the Exchange Act). At the effective time of the merger, the directors of Merger Sub at the effective time will become the directors of the Company, and the officers of Merger Sub at the effective time will become the officers of the Company, in each case until their successor is duly elected or appointed and qualified or until the earlier of his or her death, resignation or removal, as the case may be.

43

Table of Contents

        As of the date of this proxy statement, other than the merger and except as otherwise set forth within this proxy statement, the A-B Parties have no current plans or proposals or negotiations that would relate to or result in an extraordinary transaction involving the Company's business or management, such as a merger, reorganization, liquidation, relocation of any operations, sale or transfer of a material amount of assets, or the incurrence of any indebtedness (except in connection with consummation of the merger). Following the merger, the A-B Parties will continuously evaluate and review the Company's business and operations and may propose or develop new plans or proposals that they consider to be in the best interests of the A-B Parties and their equity holders, including any of the types of extraordinary transactions described above.

Certain Effects of the Merger

        If the merger agreement is adopted by the requisite vote of the Company's shareholders and all other conditions to the closing of the merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent.

Treatment of the Shares of CBA Common Stock

        At the effective time of the merger, each share of CBA common stock outstanding immediately prior to the effective time of the merger (other than (i) shares of CBA common stock owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and shares of CBA common stock owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties and (ii) shares of CBA common stock that are owned by shareholders of the Company (other than Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent) who did not vote in favor of the Merger Agreement Proposal (or consent thereto in writing) and who exercise dissenters' rights when and in the manner required under Chapter 23B.13 of the WBCA) will be converted into the right to receive the merger consideration upon the terms and subject to the conditions set forth in the merger agreement, whereupon all such shares of CBA common stock will be automatically cancelled, will cease to be outstanding and will cease to exist, and the holders of such shares of CBA common stock will cease to have any rights with respect thereto, other than the right to receive the merger consideration. Shares of CBA common stock held by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent at the effective time of the merger will remain outstanding after the effective time of the merger and, as a result, will not be converted into the right to receive the merger consideration.

Treatment of CBA Equity Awards

Options

        Each CBA Option, whether or not then vested, will at the effective time of the merger automatically and without any action on the part of the holder of such option be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the number of shares of CBA common stock subject to such CBA Option, multiplied by (ii) the excess of $16.50 over the applicable per share exercise price of such CBA Option, less applicable tax withholding.

Restricted Stock Units

        Each CBA RSU Award will at the effective time of the merger automatically and without any action on the part of the holder of such award, be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the number of shares of CBA common stock subject to the CBA RSU Award, multiplied by (ii) $16.50, less applicable tax withholding. For

44

Table of Contents

purposes of any performance-based CBA RSU Awards, the number of shares of CBA common stock subject to a CBA RSU Award will equal, to the extent outstanding at the effective time of the merger:

•

for the 2017-2019 performance cycle, 33% of the target number of shares of CBA common stock covered by the award; and



•

for the 2018-2020 and 2019-2021 performance cycles, 100% of the target number of shares of CBA common stock covered by the award.

Benefits of the Merger for the Company's Unaffiliated Shareholders

        The primary benefit of the Merger to the unaffiliated shareholders will be their right to receive the merger consideration of $16.50 in cash per share of CBA common stock, less applicable withholding taxes, as described above, which represents a premium of (a) 99% over the volume weighted average price of the shares of CBA common stock for the 30-day period ending on November 11, 2019, the last trading day prior to the public announcement of the merger, and (b) 125% over the closing price of the shares of CBA common stock on November 11, 2019, the last trading day prior to the public announcement of the merger. Additionally, such shareholders will avoid the risk after the merger of any possible decrease in our future earnings, growth or value.

Detriments of the Merger to the Company's Unaffiliated Shareholders

        The primary detriments of the merger to our unaffiliated shareholders include the lack of an interest of such shareholders in the potential future earnings, growth or value realized by the Company after the merger.

Certain Effects of the Merger for Parent

        Following the merger, it is contemplated that all of the equity interests in the Company will be owned by Parent. If the merger is completed, Parent will be the sole beneficiary of our future earnings, growth and value, if any, and it will be the only one entitled to vote on corporate matters affecting the Company.

        Additionally, following the merger, the Company will be a private company, wholly owned by Parent, and, as such, will be relieved of the requirements applicable to companies having publicly traded equity securities, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that our directors, officers and beneficial owners of more than 10% of the shares of CBA common stock face as a result of the provisions of Section 16 of the Exchange Act. In addition, registration of the shares of CBA common stock under the Exchange Act will be terminated, which will eliminate the obligation of the Company to separately prepare and furnish information to its shareholders. The Company estimates that following the completion of the proposed transaction the annually reoccurring cost savings as a result of no longer being a publicly traded company separately subject to the reporting requirements of U.S. federal securities laws will be approximately $1,400,000 per year. Any cost savings realized by the surviving corporation as a result of no longer being subject to the reporting requirements of U.S. federal securities laws will be realized solely by the surviving corporation and, indirectly as sole shareholder of the surviving corporation, A-B.

        The primary detriments of the merger to Parent include the fact that all of the risk of any possible decrease in the future earnings, growth or value of the Company following the merger will be borne by Parent. Additionally, Parent's ownership of the Company will be illiquid, with no public trading market for such securities.

        The directors of Merger Sub at the effective time of the merger will be the directors of the surviving corporation, in each case, until their successor is elected or appointed and qualified or until the earlier of his or her death, resignation or removal, as the case may be. The officers of Merger Sub

45

Table of Contents

at the effective time of the merger will be the officers of the surviving corporation, in each case, until their successor is elected or appointed and qualified or until the earlier of his or her death, resignation or removal, as the case may be. At the effective time of the merger, the articles of incorporation of the Company will be amended and restated in their entirety as of the effective time of the merger to be in the same form as set forth in Exhibit A to the merger agreement. The bylaws of Merger Sub immediately prior to the effective time of the merger will be the bylaws of the surviving corporation.

        As of November 11, 2019, A-B beneficially owns approximately 31.2% of the issued and outstanding shares of CBA common stock. Following consummation of the merger, A-B will own 100% of the shares of CBA common stock and will have a corresponding interest in our net book value and net earnings or losses. Our net income for the fiscal year ended December 31, 2018 was approximately $4,142,000 and our net book value per share of CBA common stock as of December 31, 2018 was approximately $7.0390. Our net loss for the nine months ended September 30, 2019 was approximately $(5,978,000) and our net book value per share of CBA common stock as of September 30, 2019 was approximately $6.7583 per share of CBA common stock. Net book value per share of CBA common stock as of December 31, 2018 was computed by dividing the total equity of $136,435,000 by the total shares of CBA common stock outstanding on February 28, 2019 of 19,382,641. Net book value per share of CBA common stock as of September 30, 2019 was computed by dividing the total equity of $131,559,000 by the total shares of CBA common stock outstanding on November 7, 2019 of 19,466,244. The table below sets forth the direct and indirect interests in the Company's net book value per share of CBA common stock and net earnings of A-B before the merger and A-B immediately after the merger, based on the net book value at December 31, 2018 and September 30, 2019, and net income for the fiscal year ended December 31, 2018 and the nine months ended September 30, 2019.

Certain Effects on the Company if the Merger Is Not Completed

        If the merger agreement is not adopted by the Company's shareholders or if the merger is not completed for any other reason, CBA's shareholders will not receive any payment for their shares of CBA common stock in connection with the merger. Instead, CBA will remain an independent public company, and the shares of CBA common stock will continue to be quoted on NASDAQ, for so long as it continues to meet eligibility listing standards. In addition, if the merger is not completed, the Company expects that management will operate CBA's business in a manner similar to that in which it is being operated today and that CBA's shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the craft beer brewing industry in which CBA operates and adverse economic conditions.

Failure to complete the Merger could negatively impact our business and the market price of the shares of CBA common stock.

        Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, the price of the shares of CBA common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares of CBA common stock would return to the price at which the shares of CBA common stock trade as of the date of this proxy statement. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of CBA common stock. If the merger is not completed, the Board will continue to evaluate and review the Company's business

46

Table of Contents

operations, properties, dividend policy, share repurchase policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the merger agreement is not adopted by the Company's shareholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to CBA will be offered or that CBA's business, prospects or results of operation will not be adversely impacted.

        If the merger is not completed for any reason, we will be subject to a number of material risks, including the disruption to our business resulting from the announcement of the signing of the merger agreement, the diversion of management's attention from our day-to-day business, and the substantial restrictions imposed by the merger agreement on the operation of our business during the period before the completion of the merger, which may make it difficult for us to achieve our business goals if the merger does not occur. In addition, A-B would continue to hold a substantial portion of the outstanding shares of our common stock.

Failure to complete the Merger could trigger the payment of a termination fee.

        If the merger agreement is terminated, under specified conditions, including as a result of a change in the recommendation of the Board or Committee or by termination by the Company of the merger agreement to enter into an alternative acquisition agreement providing for a superior proposal, or, if the merger agreement is terminated and the Company enters into or completes a competing transaction within nine months, the Company will be required to pay Parent a termination fee of $9,000,000.

        Upon termination of the merger agreement by the Company or Parent due to failure to satisfy certain antitrust-related conditions, Parent will be required to pay the Company a termination fee of $15,000,000. See "The Merger Agreement—Termination—Company Termination Fee."