Belgian Brewer Battles For Anheuser-Busch
Brewer InBev says it will file a statement with U.S. regulators, seeking to remove the entire board of Anheuser-Busch, turning up the heat in its $46 billion unsolicited bid for its U.S. rival.
It is proposing its own board for Anheuser, which includes Adolphus Busch IV, the uncle of CEO August Busch IV.
InBev said in a statement it would file a preliminary consent solicitation with the Securities and Exchange Commission later Monday.
The maker of Stella Artois claimed its hand has been forced because Anheuser has refused to enter takeover talks.
Anheuser-Busch Cos rejected an unsolicited $46 billion purchase offer from InBev at the end of June, just hours after the Belgian brewer appeared to set the stage for a hostile takeover bid.
August Busch IV sent a letter to InBev Chief Executive Carlos Brito saying the offer greatly undervalued the largest U.S. brewer, calling the $65-a-share price "financially inadequate" and not in the best interests of its shareholders.
"From your standpoint, we see that now could be opportunistic timing for you to make this acquisition, given the weak U.S. dollar and sluggish U.S. stock market," Busch said in the letter. "From the standpoint of the Anheuser-Busch shareholder, however, a transaction with InBev at this time would mean forgoing the greater value obtainable from Anheuser-Busch's strategic growth plan."
InBev filed a suit the same day in Delaware court, where Anheuser-Busch is incorporated, seeking to officially declare that shareholders can remove all 13 members of Anheuser-Busch's board. It was the first step to rally Anheuser-Busch shareholders to accept InBev's offer, even if management is opposed to it.
"This is an extremely aggressive step," said Douglas Cogen, a mergers and acquisitions attorney with the Fenwick & West law firm in San Francisco.
In most acquisitions, a rejection from the target company's board of directors might draw out a sweeter offer. InBev's move suggested it was not interested in a lot of bartering, Cogen said.
Busch said in his letter to Brito that Anheuser-Busch had its own plan to boost its stock price. The stock was trading around $50 before speculation began to simmer about InBev's all-cash offer of $65 a share.
"Our company already has developed a detailed, accelerated earnings growth plan ..." Busch said in the letter. The company plans to expand its cost-cutting initiative, called the Blue Ocean, to save more than $750 million through 2009, and save $1 billion through 2010.
The company also plans to drive additional sales for its core brands of Budweiser and Bud Light through "new consumer opportunities."
The letter did not lay out details for these plans, nor set a specific timeframe by which Anheuser-Busch could boost share value.
Shares of the U.S. brewer fell 41 cents to $61.35 in trading after news of the buyout rejection.