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St. Louis Business & Technology News
"When you think Saint Louis, think Saint Louis Front Page," a weekly publication covering the news and events in the greater St. Louis area. 
How To Reach Us:St. Louis Front Page P.O. Box 1354 St. Louis, MO 63188 Voice: 314-771-0200 Fax: 314-771-0300 To submit news, contact: editor@slfp.com To advertise, contact: advertising@slfp.com |
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ST. LOUIS, MO (PRNewswire-FirstCall), July 8, 2008 - Anheuser-Busch Cos. Inc. (NYSE:BUD) has said InBev's announced attempt to seek to replace Anheuser-Busch's existing board of directors with InBev's hand-picked nominees is a self-serving effort by InBev to try to purchase Anheuser-Busch for a price Anheuser-Busch's independent board already has determined to be financially inadequate and not in the best interest of shareholders. In a company release on July 7, Anheuser-Busch said shareholders should ask themselves whether the directors selected by InBev would negotiate the best transaction for Anheuser-Busch shareholders, the company said. The preliminary consent solicitation filing was made by InBev in connection with a non-binding, unsolicited proposal from InBev June 11 to purchase Anheuser-Busch for $65 per share. The Anheuser-Busch board determined that InBev's proposal attempted to transfer the company's value from Anheuser-Busch's shareholders to InBev's shareholders. At the same time, the Anheuser-Busch board told InBev it would be open to consider any proposal that would provide full and certain value to Anheuser-Busch shareholders. InBev has made no attempt to provide such an offer, nor has it provided details of its self-proclaimed financing, including the conditions to its financing. InBev's non-binding proposal is not a firm offer and could even be lowered. Its proposal is merely an invitation to negotiate. Anheuser-Busch believes its present board of directors is in a better position to create the best value for its shareholders than a slate proposed by InBev and the election of which is being paid for by InBev. The Anheuser-Busch board said it is focused on creating value for shareholders, a course that has already resulted in a plan that it believes will produce value superior to InBev's non-binding proposal. The Anheuser-Busch board of directors is highly independent, composed of individuals with a long and recognized history of creating shareholder value and have a broad range of experience and achievements. It is comprised of some of America's top business leaders who have run such companies as AT&T, JP Morgan, Baxter Pharmaceuticals, Ikon Office Solutions, Enterprise Rent-A-Car, and non-profits like Girls Inc., among others. The board also includes accomplished professionals from outside of traditional business. On June 26, 2008, InBev filed suit in Delaware to confirm that Anheuser-Busch shareholders have the ability under Delaware law to remove without cause all thirteen members of the Anheuser-Busch Board. Under Anheuser-Busch's charter and Delaware law it is clear that the eight directors elected after 2006, who together constitute a majority of the Anheuser-Busch Board, are subject to removal and replacement without cause through the written consent procedure. The purpose of the filing is merely to confirm InBev's strong belief that the five directors elected in 2006 may also be removed and replaced through that same mechanism. InBev will submit a request to the Anheuser-Busch Board to set a record date for the consent solicitation in due course. Anheuser-Busch is required to respond within 10 days of this request with a record date. For InBev's proposals in the consent solicitation to become effective, written consents would need to be properly completed by the holders of a majority of Anheuser-Busch shares outstanding as of the close of business on the record date. All of InBev's proposed director nominees are unaffiliated with InBev, and, with the exception of Mr. Adolphus A. Busch IV, are independent of Anheuser-Busch for NYSE purposes. InBev's proposed slate of director nominees includes: -- Marjorie L. Bowen, a former managing director of Houlihan Lokey Howard & Zukin, an international investment bank, where she also served as a national director of the firm's fairness opinion practice. -- Adolphus A. Busch IV, the founder and chairman of the Great Rivers Habitat Alliance, a conservation organization founded in 2000. Mr. Busch is the great-grandson and namesake of the founder of Anheuser-Busch. He is the uncle of Mr. August A. Busch IV (the current president and chief executive officer of Anheuser-Busch) and the half-brother of August Busch III (the former chairman, president and chief executive officer 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 Companies Inc. -- Ronald W. Dollens, the former president and chief executive officer of Guidant Corporation, which merged with the Boston Scientific Corporation in 2006. -- James E. Healey, the former senior vice president and chief financial officer of Nabisco Group Holdings. -- John N. Lilly, the former chief executive officer of The Pillsbury Company. -- Allan Z. Loren, the former chairman and chief executive officer of Dun & Bradstreet, Inc. -- Ernest Mario, the former chief executive officer of Glaxo Holdings plc. -- Henry A. McKinnell, the former chairman and chief executive officer of Pfizer, Inc. -- Paul M. Meister, the chief executive officer and co-founder of Liberty Lane Partners, LLC, a private investment firm and former executive vice president, vice chairman and chief financial officer of Fisher Scientific International, Inc. -- William T. Vinson, the former vice president and chief counsel of the Lockheed Martin Corporation. -- Lawrence Keith Wimbush, adjunct professor of law at Thomas Cooley Law School, former senior client partner and co-practice leader in the legal specialist group of Korn/Ferry International. -- Larry D. Yost, former chairman and chief executive officer of ArvinMeritor, Inc. As part of its proposal, InBev envisions making St. Louis, MO the headquarters for the North American region and the global home of the flagship Budweiser brand. In addition, InBev has proposed to name the combined company to evoke Anheuser-Busch's heritage, reflecting the strong history of Anheuser-Busch's key brands. InBev would invite a number of Anheuser-Busch's directors to join the board of the combined company and would seek to retain key members of Anheuser-Busch's management team across the organization. Given the limited geographical overlap between the two businesses and the efficiency of Anheuser-Busch's brewery footprint in the United States, InBev would maintain all of Anheuser-Busch's U.S. breweries.  
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