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The Honolulu Advertiser
Posted on: Wednesday, July 9, 2008

Anheuser-Busch fights takeover bid in court

By Christopher Leonard
Associated Press

ST. LOUIS — Anheuser-Busch claims that Belgian brewer InBev's unsolicited takeover bid isn't just bad for the bottom line, but is an "illegal scheme" that threatens to defraud Anheuser-Busch shareholders if a federal judge doesn't step in.

Anheuser-Busch Cos. Inc. made the claim in a lawsuit filed late Monday, just hours after InBev SA filed its own motion seeking to oust Anheuser-Busch's board of directors. The lawsuit, filed in St. Louis federal court, claims that InBev is deceiving Anheuser-Busch shareholders about the company's $46 billion takeover bid by concealing a number of facts.

The suit says InBev doesn't have the solid financing for the deal that it claims, and that it has not disclosed that it operates a brewery in Cuba, which could complicate its efforts to operate in the United States.

"Anheuser-Busch is asking the court to prevent InBev from taking any further steps to solicit Anheuser-Busch's shareholders until it provides full and accurate information concerning its proposal," Gary Rutledge, an Anheuser-Busch vice president, said in a statement yesterday.

Meanwhile, InBev took out a full-page ad in Anheuser-Busch's home town, in yesterday's St. Louis Post-Dispatch, saying the takeover would make for a stronger, more competitive global company. It says Budweiser would be expanded globally, and St. Louis would serve as its North American headquarters.

Anheuser-Busch questioned that in its lawsuit, saying InBev's presence in the U.S. could be prohibited by federal law because InBev operates the Bucanero SA brewery in Cuba, which brews, sells, and exports beers. The brewery controls about 44 percent of the Cuban beer market.

A U.S. law, called the Trading With the Enemy Act, might prohibit InBev from "being managed, supervised, or otherwise monitored from the United States" because of its Cuban holdings, according the lawsuit.

The suit also questions whether InBev has truly lined up the financing it would need to pay $46 billion in cash for Anheuser-Busch. "Given the state of the credit markets today, no group of financial institutions would unconditionally commit $40 billion to a borrower to pursue a hostile acquisition," the suit said, adding, "Any commitment letters InBev has received are certainly laden with conditions leaving the proposed financing banks free to walk away in any number of circumstances ..."

Meanwhile, InBev's motion filed Monday with the U.S. Securities and Exchange Commission appeals directly to Anheuser-Busch shareholders to fire the board of directors, and replace it with a slate chosen by InBev.

The current board rejected InBev's buyout offer, saying it undervalues the company. InBev said the $65-a-share price is far above the $50 the stock was worth before rumors about InBev's offer began to circulate. Anheuser-Busch's stock rose 2 cents to $61.76 yesterday.