Home Brew

Reiterates $65-per-share offer as “full and fair.”

InBev on Tuesday responded to Anheuser-Busch’s rejection of its unsolicited, $65-per-share bid by saying its offer was a “firm proposal” that “represents the full and fair value” of A-B.

In a release, InBev CEO Carlos Brito also questioned A-B’s plan, put forth Friday, to increase shareholder value through cost cutting and topline growth. He callled it “a newly formulated management plan with significant execution risks.”

And while InBev says it prefers to play nice, it also makes clear it’s willing to pursue other means to acquire A-B.

InBev’s strong preference is to enter into a constructive dialogue to achieve a friendly combination that comprehensively addresses the interests of all constituents. At the same time, InBev remains committed to the combination and will pursue all available avenues that would allow Anheuser-Busch shareholders a direct voice in the process.

One possible tactic implied in the release: moving to dump A-B’s entire slate of directors. From the release:

Last week, 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.

The Wall Street Journal, however, has written that this may prove “toothless.”

Here’s the text of Brito’s response to A-B’s rejection of InBev’s offer:

“Our firm proposal of $65 per share reflects the full and fair value of the company. The proposal is backed by fully committed financing, and provides immediate certainty of value in a weakened stock market environment. Our firm proposal was rejected in favor of a newly formulated management plan with significant execution risks.

In addition to guaranteeing immediate value for Anheuser-Busch shareholders, our proposal is predicated on an established track record of international expansion and consistent growth in profitability. This combination would create a stronger, more competitive global company with an unrivaled worldwide brand portfolio and distribution network, as well as unmatched economies of scale in a period of rapidly escalating commodity prices. It would provide unparalleled opportunities for consumers, employees, wholesalers, business partners and communities.

Given the seriousness of our firm proposal, we were surprised that we did not hear from Anheuser Busch’s Board of Directors, management or advisors prior to the rejection.”

Here’s InBev’s release.

Here’s the Wall Street Journal Deal Journal Blog saying a move to oust directors may prove “toothless.”