InBev proposes slate of 13 director nominees to replace Anheuser-Busch board

By Lisa Kerner

Charlotte, N.C., July 7 - InBev NV said it plans to file a preliminary consent solicitation statement with the Securities and Exchange Commission seeking to remove each member of Anheuser-Busch Cos. Inc.'s board of directors.

According to an InBev news release, the company wants to give Anheuser-Busch shareholders a direct voice in a proposed combination with InBev.

In June, Anheuser-Busch rejected InBev's $65-per-share all-cash proposal to acquire the St. Louis brewing company, it was previously reported.

InBev's slate of director nominees includes:

• Marjorie L. Bowen, a former managing director of Houlihan Lokey Howard & Zukin;

• Adolphus A. Busch IV, great-grandson of the founder of Anheuser-Busch, uncle of current company president August A. Busch IV and half-brother of August Busch III, former chairman and current director of Anheuser-Busch;

• G. Peter D'Aloia, the former senior vice president and chief financial officer of Trane Inc., formerly known as American Standard Cos. Inc.;

• Ronald W. Dollens, former president and chief executive officer of Guidant Corp.;

• James E. Healey, former senior vice president and chief financial officer of Nabisco Group Holdings;

• John N. Lilly, former CEO of Pillsbury Co.;

• Allan Z. Loren, former chairman and CEO of Dun & Bradstreet, Inc.;

• Ernest Mario, former CEO of Glaxo Holdings plc;

• Henry A. McKinnell, former chairman and CEO of Pfizer, Inc.;

• Paul M. Meister, CEO and co-founder of Liberty Lane Partners, LLC;

• William T. Vinson, former vice president and chief counsel of Lockheed Martin Corp.;

• Lawrence Keith Wimbush, adjunct professor of law at Thomas Cooley Law School; and

• Larry D. Yost, former chairman and CEO of ArvinMeritor, Inc.

"Our strong preference remains to enter into a constructive dialogue with Anheuser-Busch to achieve a friendly combination that comprehensively addresses the interests of all constituents," InBev CEO Carlos Brito said in a company news release.

"We believe our firm offer of $65 per share reflects the full and fair value of Anheuser-Busch and is a compelling proposal for shareholders," Brito added.

According to Brito, Anheuser-Busch's newly formulated plan entails "significant execution risks" and fails to address competitive challenges faced by the company.

InBev had 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, a prior InBev statement said.

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 Anheuser-Busch's flagship Budweiser brand.

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