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    InBev Pushes Forward to Acquire Anheuser-Busch

    Lawsuit filed to pave way for ousting of sitting board members.

    BRUSSELS, Belgium -- Despite receiving a public "no" last week from August A. Busch IV, president and chief executive of Anheuser-Busch Cos. Inc. (A-B), InBev Chief Executive Officer Carlos Brito said yesterday the company will continue with its mission of creating the world's leading beer company through an acquisition of all the outstanding common shares of A-B.

    In a statement, Brito said: "Our firm proposal of $65 per share reflects the full and fair value of the company. The proposal is backed by fully committed financing, and provides immediate certainty of value in a weakened stock market environment. Our firm proposal was rejected in favor of a newly formulated management plan with significant execution risks."

    Brito refers to the $46.3 billion dollar bid which reflects $65 per share in cash, which represents an immediate premium of 35 percent over the unaffected share price and a premium of 18 percent over the previous all-time high in October 2002.

    "In addition to guaranteeing immediate value for Anheuser-Busch shareholders, our proposal is predicated on an established track record of international expansion and consistent growth in profitability," Brito continued. "This combination would create a stronger, more competitive global company with an unrivaled worldwide brand portfolio and distribution network, as well as unmatched economies of scale in a period of rapidly escalating commodity prices."

    Last week, InBev filed suit in Delaware to confirm that A-B shareholders have the ability under Delaware law to remove without cause all 13 members of the company's board. According to both Delaware law and A-B's charter, eight directors elected after 2006, who together constitute a majority of the board, are subject to removal and replacement without cause through the written consent procedure.

    According to a statement released by InBev, the purpose of the suit is to confirm InBev's
    belief that the five directors elected in 2006 may also be removed and replaced through that same mechanism.

    "We do not expect [A-B's] response to soften InBev's resolve," analyst Craig Hutson of Gimme Credit LLC wrote Monday. "We believe a hostile takeover offer is increasingly likely, and [A-B] kept the door open."

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