InBev Moves to Boot Anheuser-Busch Board
Tuesday, July 8, 2008
BRUSSELS -- Brewer InBev turned up the heat on its hostile, $46 billion bid for Anheuser-Busch, announcing Monday that it would attempt to remove the company's entire board.
An alternate board, which would include Adolphus Busch IV, the uncle of Anheuser chief executive August Busch IV, would give shareholders "a direct voice" in the takeover, InBev said.
InBev planned to file a preliminary consent solicitation with the U.S. Securities and Exchange Commission on Monday, asking Anheuser's board to consult shareholders about replacing the 13 current board members.
Shareholders can sue Anheuser's board if they think the directors are not acting in their best interest, but a majority of shareholders would need to back InBev's plan.
The Belgian maker of Stella Artois beer wants Anheuser to respond within 10 days.
InBev said it was taking action because Anheuser has refused to talk about the offer.
Carlos Brito, InBev's chief executive, said he strongly preferred to negotiate with Anheuser on InBev's $65-a-share offer, which was above the company's $50 share price before market speculation about the offer drove the U.S. brewer's shares to $61.74.
Anheuser rejected the bid two weeks ago, saying it undervalued the company. Its own plan for earnings growth would cut costs and increase prices to boost shares over the next few years.
In addition to Adolphus Busch IV, the alternate board would include former chief executives Ronald Dollens of Guidant, John Lilly of Pillsbury and Ernest Mario of Glaxo, as well as former Nabisco chief financial officer James Healey and former Lockheed Martin chief counsel William Vinson.
"They are committed to acting in the best interests of Anheuser-Busch shareholders and will take an independent view on the proposed combination," InBev said.