SUNDAY EDITORIAL — Anheuser-Busch: My best friend’s wedding
InBev’s marriage proposal to Anheuser-Busch, backed by a $47 billion dowry payable to the shareholders, likely will be followed by a stormy courtship. Should A-B shun its suitor, its shareholders may go looking for their shotguns.
A wedding between these two companies would be a bonanza for Anheuser-Busch stockholders. For everyone else concerned, it could be the marriage from hell.
Anheuser-Busch employees — including 6,000 in St. Louis — would find themselves in the hands of cold-eyed cost-cutters on a mission to chop 10 percent or more from expenses.
InBev, the Belgian-Brazilian conglomerate that already is the world’s largest brewer, says that if the merger goes through, it would maintain St. Louis as its U.S. base and continue operating the old brick castle brewery on Pestalozzi Street. But A-B would join the likes of Ralston Purina, A.G. Edwards and McDonnell Douglas — once independent St. Louis companies now operated as arms of large companies whose headquarters are elsewhere.
St. Louis easily could lose hundreds of high-paying jobs in the deal, especially if InBev goes ahead with rumored plans to chop 45 percent from A-B’s marketing and administrative costs. Most of those jobs are at company headquarters.
St. Louis itself could a lose a big part of its heritage and identity, as well as a major player — perhaps the major player — in civic and charitable affairs. It’s difficult to tell how much of that tradition might disappear; InBev CEO Carlos Brito was making reassuring noises last week. “The whole heritage around the brand and St. Louis ties, we intend to keep,” he said.
Clearly sentiment around town is against the merger. From Gov. Matt Blunt to Mayor Francis Slay to the guys on the corner stools at Soulard taverns, Missourians appear to like things just as they are.
But as much as we like to think of Anheuser-Busch as the local brewery, the truth is it long has been a global operation. It’s a safe bet that St. Louis’ feelings are way down on the list of its shareholders’ concerns. Until merger rumors began driving it up, the share price had been hovering around $50 for years. InBev’s offer, now $65 a share, easily could go to $70 in the next stage of the mating dance.
InBev’s shareholders, on the other hand, may not be so thrilled. InBev will have to cut its dividend to pay down $40 billion in new debt. In exchange, it would get A-B’s 48 percent share of a stagnant American beer market.
August Busch III, now chairman of the brewery’s executive committee, and his CEO son, August Busch IV, reportedly are loath to sell a family legacy that dates back to 1860. But they may have no choice. The Busch family owns less than 4 percent of the stock. So the decision will be up to the 14-member board. If the board resists, the decision could go to a proxy fight.
In the old days, CEOs could stack boards with loyal supporters. But that’s become tougher since corporate scandals earlier this decade ushered in reforms. “These people [board members] are thinking about director liability and shareholder class action lawsuits,” says Stuart Greenbaum, former dean at Washington University’s business school.
While the board could throw up defenses — The Wall Street Journal reports the Busches have approached Mexico’s Grupo Modelo about a deal that would stymie InBev — A-B’s board will have a difficult time saying no. The Busches would have to convince shareholders that they can get the stock to $70 a share without InBev — a feat at which they’ve failed so far.
That’s too bad, because A-B and InBev are a terrible match. A-B makes good beer, but its real talent lies in selling it. “I don’t even consider it a beer company. It’s a marketing company,” says Mr. Greenbaum.
InBev executives, by contrast, are penny-pinchers first, and they’ll have to cut deep to make this deal pay. With little geographic overlap, InBev will have a tough time slashing costs without damaging the A-B franchise and traditions.
For many reasons, that would be bad for St. Louis. As much as we like traditions, cash is king.


The overreaction of the media, liberals and Congress to the post-Enron days have left America [extremely vulnerable to] foreign buyers. As I wrote some weeks ago here, AB’s board will seek counsel of Goldman Sachs which will issue an opinion that the deal is either good or bad for shareholders. The days of opinion shopping are over as everyone is afraid of being sued, or worse. Goldman will be afraid to issue anything but what is accurate, especially in such a high profile case that has alraedy attracted the interest of politicians and regulators. They have no choice. The board will also have no choice but to vote in accordance with that opinon or face the wrath and lawsuits of shareholders, unless they can be convinced by management there is a better option. That better option can’t be the old tired management songs about new strategies. It will have to be relatively timely or what do you say to the mythical 1000 share shareholder in New Jersey who stands to make ten or twenty grand. The new rules say nothing matters except shareholder value. Everyone jumped on the bandwagon and pushed through Sarbannes Oxley which has put our companies at a severe disadvantage to global competitors. This combined with a weak dollar which we demanded to bail us out of irresponsible home loans has created the perfect storm which will cost this town dearly. That notwithstanding, good managers manage around adversity. This company is also hamstrung by having a CEO who, lets face it, was probably not the strongest candidate the company could have hired. The odds against that are astronomical. They ought to at least start including the Anheusers in the job pool.