BRUSSELS, Belgium, July 7 /PRNewswire-FirstCall/ -- InBev (Euronext: INB)
announced that it will file later today 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 Companies Inc.
(NYSE: BUD) and provide Anheuser-Busch shareholders an opportunity to have a
direct voice in the proposed combination with InBev.
The highly-qualified slate of directors proposed by InBev is composed of
Marjorie L. Bowen, Adolphus A. Busch IV, G. Peter D'Aloia, Ronald W. Dollens,
James E. Healey, John N. Lilly, Allan Z. Loren, Ernest Mario, Henry A.
McKinnell, Paul M. Meister, William T. Vinson, Lawrence Keith Wimbush and
Larry D. Yost.
On June 11, 2008, InBev announced a proposal for a friendly combination to
create the world's leading beer company through an acquisition of all the
outstanding common shares of Anheuser-Busch at $65 per share in cash,
representing an immediate premium of 35% over the unaffected share price and a
premium of 18% over the previous all-time high in October, 2002.
Carlos Brito, Chief Executive Officer of InBev, said:
"Our strong preference remains to enter into a constructive dialogue with
Anheuser-Busch to achieve a friendly combination that comprehensively
addresses the interests of all constituents. We believe our firm offer of $65
per share reflects the full and fair value of Anheuser-Busch and is a
compelling proposal for shareholders. The proposal is backed by fully
committed financing and provides immediate certainty of value in a weakened
stock market environment.
"In comparison, the Anheuser-Busch newly formulated plan entails
significant execution risks and does little to address the fundamental
competitive challenges the company faces in an increasingly global industry,
wherein a competitive brand portfolio, a worldwide distribution network and
economies of scale are key drivers of success. Our proposal seeks to deliver
immediate value to Anheuser-Busch shareholders, while building a stronger,
more competitive company to the benefit of all constituents, including
consumers, employees, wholesalers, business partners and the communities we
serve."
To date, Anheuser-Busch 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 Anheuser-Busch shareholders are provided the
opportunity to have a direct voice in the process and a say in the future
direction of the company.
InBev's proposed slate is composed of experienced, distinguished business
executives, including a number of former chief executive officers of leading
US public companies across various sectors. They are committed to acting in
the best interests of Anheuser-Busch shareholders and will take an independent
view on the proposed combination.
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.
The complete terms of the solicitation are contained in the Consent
Solicitation Statement dated July 7, 2008, which will be filed with the SEC
later today. Anheuser-Busch stockholders may obtain copies of the Consent
Solicitation Statement at the SEC's website (www.sec.gov) once filed or by
directing a request to Innisfree M&A at + 1(877) 750-9501 (toll-free) or if a
bank or broker, collect at +1 (212) 750-5833.
Information for Consumers, Employees, Wholesalers, Business Partners and
Communities is available at www.globalbeerleader.com or www.inbev.com.
Dutch and French versions of this press release will be posted on
InBev.com
About InBev
InBev is a publicly traded company (Euronext: INB) based in Leuven,
Belgium. The company's origins date back to 1366, and today, it is the leading
global brewer. As a true consumer-centric, sales driven company, InBev manages
a carefully segmented portfolio of more than 200 brands. This includes true
beer icons with global reach like Stella Artois(R) and Beck's(R), fast growing
multicountry brands like Leffe(R) and Hoegaarden(R), and many consumer loved
"local champions" like Skol(R), Quilmes(R), Sibirskaya Korona(R),
Chernigivske(R), Sedrin(R), Cass(R) and Jupiler(R). InBev employs close to 89
000 people, running operations in over 30 countries across the Americas,
Europe and Asia Pacific. In 2007, InBev realized 14.4 billion euro of revenue.
For further information visit www.InBev.com
This report contains certain forward-looking statements reflecting the
current views of the management of InBev with respect to, among other things,
the potential benefits of a transaction with Anheuser-Busch or the timing
thereof, InBev's strategic objectives, business prospects, future financial
condition, budgets, projected levels of production, projected costs and
projected levels of revenues and profits. These statements involve risks and
uncertainties. The ability of InBev to achieve these benefits, objectives and
targets is dependent on many factors which are outside of management's
control. In some cases, words such as "believe", "intend", "expect",
"anticipate", "plan", "target", "will" and similar expressions to identify
forward-looking statements are used. All statements other than statements of
historical facts are forward-looking statements. You should not place undue
reliance on these forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect InBev's current
expectations and assumptions as to future events and circumstances that may
not prove accurate. The actual results could differ materially from those
anticipated in the forward-looking statements for many reasons, including
whether the transaction receives the support of Anheuser-Busch. InBev cannot
assure you that the future results, level of activity, performance or
achievements of InBev will meet the expectations reflected in the forward-
looking statements.
IMPORTANT INFORMATION
This communication is not a substitute for any solicitation statement and
other related documents InBev S.A. ("InBev") would file with the Securities
and Exchange Commission (the "SEC") if an agreement between InBev and
Anheuser-Busch Companies, Inc. ("Anheuser-Busch") is reached or for any other
documents which InBev may file with the SEC and send to Anheuser-Busch
stockholders in connection with the proposed transaction between InBev and
Anheuser-Busch or any consent solicitation of the stockholders of Anheuser-
Busch.
INVESTORS AND SECURITY HOLDERS OF ANHEUSER-BUSCH ARE URGED TO READ ANY
SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION OR ANY CONSENT SOLICITATION OF THE STOCKHOLDERS OF ANHEUSER-BUSCH.
Investors and security holders will be able to obtain free copies of any
documents filed with the SEC by InBev through the web site maintained by the
SEC at www.sec.gov. Free copies of any such documents can also be obtained by
directing a request to InBev's proxy and/or consent solicitor, Innisfree M&A
Incorporated at +1-(877)-750-9501.
InBev and certain of its directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies and/or
consents in respect of the proposed transaction or any consent solicitation of
the stockholders of Anheuser-Busch. Information regarding InBev's directors
and executive officers is available in its Annual Report for the year ended
December 31, 2007, available at www.InBev.com/annualreport2007. Other
information regarding the participants in a proxy and/or consent solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in any proxy and/or consent solicitation
statement to be filed by InBev with the SEC.
The enclosed information constitutes regulated information as defined in
the Royal Decree of 14 November 2007 regarding the duties of issuers of
financial instruments which have been admitted for trading on a regulated
market.
SOURCE InBev
