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06.14.2008 9:01 pm

SUNDAY EDITORIAL — Anheuser-Busch: My best friend’s wedding

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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.

6 comments

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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.

— flyover
9:43 pm June 13th, 2008

Law of nature: Big fish eat smaller fish. A-B ate all the smaller fish they could, including Rolling Rock, and bought heavily into others like Grupo Modelo and Tsing Tao.

The Belgians have had a growing stake in the U.S. for many years and, like other foreign-based firms and governments, they’ll continue to gain influence unless we’re willing to work harder and smarter.

Proud firearms names like Winchester and Browning are now owned by FN Herstal (formerly Fabrique Nationale of Belgium), which now makes most of our military arms. Our John M. Browning couldn’t interest American firms in manufacturing his inventions, so he went to Belgium a century ago.

Electrebel (formerly Suez-Tractebel) owns many electric power plants on American soil.

— Senior citizen
11:54 pm June 13th, 2008

Well said, flyover. A-B’s abandonment of its poison-pill defenses after Enron have now left it completely vulnerable to InBev. The unctuous Brazilian CEO of InBev waxes so sweetly about how the St. Louis operations will remain intact. Yeah, sure. I remember when Boeing took over McDonnell Douglas that the St. Louis defense operations were called the “McDonnell Aircraft and Missile Systems.” The “McDonnell” remained part of that for about a week. But McDonnell Douglas was never as interwoven with the fabric of the city as A-B. The only good news is that the local Democrats such as Bill Clay, Frankie Slay, Vinnie Schoemehl, and Dick Gephardt — surely smug and cocksure in the wake of the post-Enron “reforms” — will now get it good and hard in the wake of the inevitable A-B shuttering locally. Good and hard.

— Totzo
11:54 pm June 13th, 2008

It is now sad to hear the whining of those who despised the “benevolent capitalism” of the past, which, yes including inbred boards of directors, or as the media liked to call it, the old boys club. As Ronald Reagan said once, “ask yourself, are you better off now”? Do you seriously think if the AB board was comprised of the CEO’s of other companies on whose board August Busch served this would have been discussed for more than five minutes? As we near Father’s Day, we can reflect on the paternalistic corporations of the past. They did treat employees as family. Whether it was Gussie Busch, or Buck Persons, or Old Man Mac, they took care of their people and their city. I guess it is natural that children often resent their fathers and we threw them out for a more democratic form of corporate governance. One by one, their companies went away. Their leadership on local issues disappeared. Their benefits have been turned into profits. My father, who worked at McDonnell Aircraft once innocently said, “I don’t understand why all those people don’t have health insurance, after all, it only costs $1.50 a week.” He never realized that Old Man Mac picked up the tab for the rest and apparently he never threw it in their faces, he did it because he was a good man doing what was right. We have traded pensions for 401k’s. Why, sure its cheaper for companies and one of the big reasons is that in our quest for “transparancy” new accounting standards have imposed new reporting rules which has crippled corporate balance sheets. We are strangling our companies with regulations. We are forcing them to compete with foreign competitors with both arms tied behind their backs. You may not have liked the old boys club, but I think we were all better off back then.

— flyover
10:35 am June 14th, 2008

It’s unfortunate that AB will disappear and the moreI
read about InBev the more I think about Daimler-Chrysler.
The $65 or more cash price will create a lot of cash locally and
substantial tax revenues. Although the world is changing and everything is becoming more competive, our weak dollar is coming home to haunt us.

— jerele
12:34 pm June 14th, 2008

n thinking about how shareholders, especially those who don’t live here will deliberate on this, I had one thought that would favor them electing to sell. As this drags out over the summer, if it appears Barak F. Obama is going to win, I predict many AB shareholders will decide to sell while capital gains rates are still at 15%. Obama has said he will raise the capital gains rate, although he is being predictably coy about the level. Most analysts are predicting 25%. The big insitutional investors, who hold millions of shares won’t have a choice. Say you bought a million shares at 40. Saving ten percent on your gain of $25 million would be $2.5 million. In a weak stock market, it would be hard to justify not taking that while it is available.

— flyover
10:15 am June 15th, 2008