Anheuser-Busch turns down InBev offer; InBev files suit for possible removal of directors

By Lisa Kerner

Charlotte, N.C., June 26 - InBev NV said it remains committed to its proposed combination with Anheuser-Busch, Inc. and prefers to enter into a "constructive dialogue" with the company.

Anheuser-Busch, however, unanimously rejected InBev's bid believing it was not in the best interests of Anheuser-Busch shareholders.

"The proposed price does not reflect the strength of Anheuser-Busch's global, iconic brands Bud Light and Budweiser, the top two selling beer brands in the world, with Budweiser selling in more than 80 countries today," Anheuser-Busch chairman Patrick Stokes said in a company statement.

"The proposal also undervalues the earnings growth actions that the company had already planned, which have significant potential for shareholder value creation; the company's market position in the United States, the most-profitable beer market in the world; and the high value of its existing strategic investments," Stokes added.

InBev filed suit in Delaware Chancery Court seeking a judgment to confirm that shareholders acting by written consent may under Delaware law remove without cause all 13 of the present Anheuser-Busch directors, including the five elected in 2006, an InBev news release stated.

On June 25, InBev reaffirmed its $65-per-share all-cash proposal to acquire the St. Louis brewing company, noting it has committed financing to fund the transaction.

InBev paid approximately $50 million in commitment fees to a lender group, demonstrating its "resolve to consummate a combination with Anheuser-Busch," according to InBev's June 25 letter to Anheuser-Busch.

The Leuven, Belgium-based brewing company said in its proposal that it would make St. Louis the headquarters for the North American region and the global home of the flagship Budweiser brand.

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