Anheuser-Busch Fights Proposed Board Overhaul
Earlier this week, InBev announced that it filed a preliminary consent solicitation statement with the United States Securities and Exchange Commission seeking to remove each member of the board of directors of Anheuser-Busch Cos. Inc. (A-B) with the aim to provide A-B shareholders an opportunity to have a direct voice in the proposed combination with InBev.
But according to a statement from A-B, InBev's announced attempt to replace A-B's existing board of directors with InBev's hand-picked nominees is a self-serving effort to try to purchase A-B for a price that is financially inadequate and not in the best interest of A-B shareholders.
But according to a statement from A-B, InBev's announced attempt to replace A-B's existing board of directors with InBev's hand-picked nominees is a self-serving effort to try to purchase A-B for a price that is financially inadequate and not in the best interest of A-B shareholders.
The preliminary consent solicitation filing was made by InBev in connection with a non-binding, unsolicited proposal from InBev on June 11, 2008, to purchase Anheuser-Busch for $65 per share. The A-B board determined that InBev's proposal attempted to transfer the company's value from A-B shareholders to InBev's shareholders.
A-B 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 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.
According to InBev, "To date, A-B has been unwilling to engage with InBev in a dialogue to achieve a friendly combination. As such, InBev believes it is time to take action to ensure A-B shareholders are provided the opportunity to have a direct voice in the process and a say in the future direction of the company."
A-B 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 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.
According to InBev, "To date, A-B has been unwilling to engage with InBev in a dialogue to achieve a friendly combination. As such, InBev believes it is time to take action to ensure A-B shareholders are provided the opportunity to have a direct voice in the process and a say in the future direction of the company."