ST. LOUIS, July 7 /PRNewswire-FirstCall/ -- 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.
Based in St. Louis, Anheuser-Busch is the leading American brewer, holding
a 48.5 percent share of U.S. beer sales. The company brews the world's
largest-selling beers, Budweiser and Bud Light. Anheuser-Busch also owns a 50
percent share in Grupo Modelo, Mexico's leading brewer, and a 27 percent share
in China brewer Tsingtao, whose namesake beer brand is the country's
best-selling premium beer. Anheuser-Busch ranked No. 1 among beverage
companies in FORTUNE Magazine's Most Admired U.S. and Global Companies lists
in 2008. Anheuser-Busch is one of the largest theme park operators in the
United States, is a major manufacturer of aluminum cans and one of the world's
largest recyclers of aluminum cans. For more information, visit
http://www.anheuser-busch.com.
Anheuser-Busch Companies, Inc. (the 'Company') and its directors and
certain executive officers may be deemed to be participants in the
solicitation of consent revocations from stockholders in connection with a
consent solicitation by InBev nv/sa to remove and replace the Board of
Directors of the Company (the 'Consent Solicitation'). The Company plans to
file a consent revocation statement with the Securities and Exchange
Commission (the 'SEC') in connection with the solicitation of written consents
in connection with the Consent Solicitation (the 'Consent Revocation
Statement'). Information regarding the names of the Company's directors and
executive officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company's proxy statement relating
to the 2008 annual meeting of stockholders, which may be obtained free of
charge at the SEC's website at http://www.sec.gov and the Company's website at
http://www.anheuser-busch.com. Additional information regarding the interests
of such potential participants will be included in the Consent Revocation
Statement and other relevant documents to be filed with the SEC in connection
with the Consent Solicitation.
Promptly after filing its definitive Consent Revocation Statement with the
SEC, the Company will mail the definitive Consent Revocation Statement and a
form of WHITE consent revocation card to each stockholder entitled to deliver
a written consent in connection with the Consent Solicitation. WE URGE
INVESTORS TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE
SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain, free of charge, copies of
the Consent Revocation Statement and any other documents filed by the Company
with the SEC in connection with the Consent Solicitation at the SEC's website
at http://www.sec.gov, at the Company's website at
http://www.anheuser-busch.com or by contacting Morrow & Co., LLC at (800) 662-
5200.
Forward-looking Statements
This filing contains forward-looking statements regarding the company's
expectations concerning its future operations, earnings and prospects. On the
date the forward-looking statements are made, the statements represent the
company's expectations, but the company's expectations concerning its future
operations, earnings and prospects may change. The company's expectations
involve risks and uncertainties (both favorable and unfavorable) and are based
on many assumptions that the company believes to be reasonable, but such
assumptions may ultimately prove to be inaccurate or incomplete, in whole or
in part.
Accordingly, there can be no assurances that the company's expectations
and the forward-looking statements will be correct. Important factors that
could cause actual results to differ (favorably or unfavorably) from the
expectations stated in this release include, among others, changes in the
pricing environment for the company's products; changes in U.S. demand for
malt beverage products, including changes in U.S. demand for other alcohol
beverages; changes in consumer preference for the company's malt beverage
products; changes in the distribution for the company's malt beverage
products; changes in the cost of marketing the company's malt beverage
products; regulatory or legislative changes, including changes in beer excise
taxes at either the federal or state level and changes in income taxes;
changes in the litigation to which the company is a party; changes in raw
materials prices; changes in packaging materials costs; changes in energy
costs; changes in the financial condition of the company's suppliers; changes
in interest rates; changes in foreign currency exchange rates; unusual weather
conditions that could impact beer consumption in the U.S.; changes in
attendance and consumer spending patterns for the company's theme park
operations; changes in demand for aluminum beverage containers; changes in the
company's international beer business or in the beer business of the company's
international equity partners; changes in the economies of the countries in
which the company, its international beer business or its international equity
partners operate; future acquisitions or divestitures by the company,
including effects on its credit rating; changes resulting from transactions
among the company's global or domestic competitors; and the effect of stock
market conditions on the company's share repurchase program. Anheuser-Busch
disclaims any obligation to update or revise any of these forward-looking
statements. Additional risk factors concerning the company can be found in the
company's most recent Form 10-K.
SOURCE Anheuser-Busch Cos. Inc.