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07.11.2008 9:01 pm

Sunday editorial: Muscles and mussels

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gustav_opt.jpgWe suppose it’s just coincidence that Schlafly’s Tap Room, the upstart microbrewery in a macrobrewery town, will celebrate “mussel-mania” next Friday and Saturday. The downtown brew pub will be featuring “mussels and frites,” the national dish of Belgium, along with a selection of Belgian-style beers.

What a splendid, if unintentional, welcome for the new Belgian kids on the block, the executives of Belgium’s InBev who are meeting this weekend with their counterparts at Anheuser-Busch Cos. to discuss a “friendly” takeover of the last major American-owned brewery. Having boosted its $65-a-share offer to A-B to $70, InBev may have made A-B’s board of directors an offer it can’t refuse.

The stylized Kabuki dance that characterizes corporate takeovers may have reached its climax. The rumors of early spring turned into a concrete offer by late spring; the offer was rejected as inadequate. There followed a mass clearing of throats and an exchange of lawsuits, polite but threatening letters and even a proposed new merger-friendly board of directors.

All the while Wall Street waited for the other shoe to drop, and drop it did on Thursday when word leaked out that InBev had upped the ante. Many of Anheuser-Busch’s institutional shareholders were ready to do the deal at $65; by stalling, the A-B board got them a 7.6 percent premium. The board has done its fiduciary duty.

The King of Beers is dead.

Long live the King of Beers.

Of course the deal still could blow up over the dotting of the i’s and crossing of the t’s. That would bring more Kabuki dancers on stage for the ritual hostile offer and proxy fight. But the fact that the two sides are meeting this weekend suggests a deal is very close.
The pension funds, mutual funds and individual shareholders are about to enjoy a very nice payday. If you bought BUD at $45.55, its low in last 52 weeks, you’ll get a 35 percent pre-tax profit. If you’re August A. Busch III, the chairman of the board’s executive committee, and hold (according to the company’s last proxy statement) 9,174,427 shares of stock, or August A. Busch IV, the current CEO, and hold 2,780,596 shares, you’re looking at a nine-figure payday.

On the other hand, a 148-year-old family legacy would be gone, though it’s been a long time since Anheuser-Busch was a family-owned business. The Busch family today controls less than 5 percent of the company’s shares.

The Busches, pere et fils, might have saved the company had they pursued a more aggressive global strategy over the last 10 years. Instead they moved cautiously, striking deals in other countries but foreswearing the kind of mega-mergers that in 2002 created SABMiller, now the world’s biggest brewer, or InBev, the product of a 2004 merger between Belgium’s Interbrew and Brazil’s AmBev.

That would have required loading the company up with debt and relentlessly cutting costs. Anheuser-Busch was built by brewers and marketers, not global swashbucklers. The company became prey instead of predator. Beverage industry analysts for years have been predicting something similar to what has happened this spring.

By going “friendly” with InBev, A-B executives still may be able to shape the terms of the deal somewhat. That extra $5 a share will have to come from somewhere — layoffs, benefit cuts or other cost cuts. Those issues, no doubt, are on the table this weekend, along with what role A-B executives would play in the new company and how relationships with wholesalers would be maintained.

For most people in St. Louis, this entire saga has come as an intense personal shock because “The Brewery” and everything it entails have been like family. Sure it’s just a business deal, but it feels like a deathwatch.

Illustration: Detail from Carl Wahlbom’s painting of the death of the Swedish king Gustav Adolf der Grosse at the battle of Lützen in 1632.

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