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06.29.2008 11:14 am

Sunday Editorial: A-B and the value of heritage

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ClydesdaleOh, to be a fly on the wall of the Anheuser-Busch board room. Then we’d know if board members seriously believe they can fend off a hostile takeover by InBev, or if they’re simply angling for a higher price.

If they really think they can save the company — and we hope they do — they’ll have to come up with something better than the promise of a “new Anheuser-Busch” revealed Friday.

As expected, the A-B board rejected InBev’s $65-per-share offer as too low. A-B’s message is that it can move the stock price even higher by raising per-share profits by double digits this year and next.

Never mind that management has failed to manage such a feat thus far. The stock price has languished in the high $40s and low $50s for six years. That fact is not lost on the institutional owners — the managers of mutual funds, pension funds and such — who own A-B stock and see a quick payday in InBev’s all-cash offer.

“These people are cold-blooded and calculating, and they have a fiduciary responsibility” to their investors, says Stuart Greenbaum, former business school dean at Washington University. “Sixty-five dollars looks like a very attractive offer.”

We hope Mr. Greenbaum is wrong, because an InBev takeover would be bad for A-B’s 6,000 St. Louis employees and bad for our region. Some analysts, believing that $46.3 billion is too high a price to pay for Anheuser-Busch, say it would be bad for InBev’s shareholders, too.

InBev CEO Carlos Brito has a reputation as a cost-cutter. He undoubtedly would cut jobs, especially at corporate headquarters. And he would not have the same charitable interest in St. Louis as the Busch family does, the St. Louis roots of which go back more than 150 years.

Ironically, A-B’s defense takes a page from InBev’s own cost-chopping playbook. CEO August Busch IV says he’ll cut $1 billion in costs — roughly triple what he previously had planned — and cut 10 to 15 percent of management jobs through buyouts.

“It’s the highly sophisticated ‘Annie Oakley’ defense, says Juli Niemann, analyst at Smith Moore & Co.: “Anything you can do, I can do better,” an Irving Berlin lyric from “Annie Get Your Gun.”

But Mr. Busch insists that cost cuts, higher beer prices and a program to buy back shares will produce sharply higher profits.

Perhaps. But will shareholders settle for that possibility in lieu of $65 per share, cash in hand?

The next move belongs to InBev. Mr. Brito is signaling that he will take the offer directly to A-B shareholders and ask them to oust the A-B board. But he also could raise his $65 offer. After all, in business, a first offer often is a starting point, not an end point.

Mr. Brito surely wants to avoid a takeover battle that could last until next spring. “Proxy battles turn out very nasty and very expensive and leave a lot of open wounds that affect the operation of the company,” says Mr. Greenbaum.

Former chairman August A. Busch III, now the chairman of A-B’s executive committee, and his CEO son reportedly want to maintain control of the company. Other board members simply could be playing hard to get. But each of them has a fiduciary responsibility to get the best deal for shareholders, and a $70 offer could make them cave.

In a conference call Friday, A-B executives refused to talk about negotiations with Grupo Modelo, the Mexican brewer in which A-B owns a half interest but lacks control. If it’s for sale — a big “if” — buying the rest of Modelo could make A-B too expensive for InBev, but it also would drive down A-B’s share price, further antagonizing shareholders.

St. Louis has a highly diverse economy with more than 1.3 million jobs. The takeover of A-B would cause barely a ripple when measured purely in job counts and dollars spent. But the brewery is part of the city’s heritage. Losing control of Anheuser-Busch to an out-of-town company would leave that heritage diminished.

One comment

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It’s really sad to lose such an iconic and historical American company to a foreign investor. I think it’s time we really starting focusing on keeping American jobs and American companies here in the United States.

I’m a small business owner here in Saint Louis, and the economy nationally is hurting everyone - not this is definitely going to hurt at home. They have a website going I signed up at:

http://www.boycottAB.com

It’s a forum to share your ideas and opinions on the InBev buyout and to encourage people to buy from locally owned & operated businesses’.

— stlbizguy
1:26 pm July 15th, 2008