Anheuser-Busch Says InBev’s Attempted Consent Solicitation is Effort to Gain Company for Under-Valued Price
ST. LOUIS. – Anheuser-Busch Cos. Inc. (NYSE: BUD) today 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.
Anheuser-Busch 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.
Shareholders also should be aware that InBev, through a subsidiary, has a significant partnership with the government of Cuba to produce and distribute products in Cuba. InBev has not commented on how that would impact business with Anheuser‑Busch’s customers, nor on its ability to complete an acquisition under U.S. laws that affect acquisitions of U.S. companies by foreign companies.
Anheuser-Busch urged its shareholders to take no action and not sign or return any consent they may receive in the future from InBev. The company will file a consent revocation statement with the Securities and Exchange Commission in the coming days that will contain additional specific information.
The Anheuser-Busch board 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.
The ability of InBev to remove Anheuser-Busch directors in the proposed consent solicitation is under review in a lawsuit between Anheuser‑Busch and InBev in the Delaware courts. It is unclear whether InBev will be able to affect its proposed consent solicitation unless this suit is resolved.
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