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A-B's board sells kingdom to InBev for $52 billion
Budweiser trailers
Trailers are selected to carry Anheuser-Busch products to market at the company's St. Louis brewery on Sunday.
ST. LOUIS POST-DISPATCH

The board of directors of Anheuser-Busch Cos. on Sunday accepted a $52 billion takeover offer from Belgium's InBev, putting a quick end to a monthlong standoff between the companies. The agreement paves the way for a brewing colossus controlling about a quarter of the world's beer market.

For St. Louis-based Anheuser-Busch, the sale will end a run of independence that stretches back to before the Civil War. The buyout at $70 a share also represents the biggest, boldest acquisition in the beer industry and one of the largest purchases of a U.S. company by a foreign suitor.

"This changes everything," Morningstar analyst Ann Gilpin said. "An InBev/Anheuser-Busch combination will be a very formidable competitor."

The companies announced the agreement in a joint statement late Sunday evening. They said the combined company will be called Anheuser-Busch InBev, and A-B CEO August A. Busch IV and one other current or former member of the Anheuser-Busch board will serve on the new board. Both companies are discussing potential candidates for the second slot.


Both companies' boards unanimously approved the deal.

"We will leverage our collective strengths to create a truly diversified, global company to sustain long-term growth and profitability," Busch said in a statement.

The deal must be approved by both companies' shareholders and is expected to close by the end of the year. InBev said it had "fully committed" financing.

Bent on acquiring the biggest U.S. brewer and its collection of brands, breweries and well-entrenched distributors, InBev sweetened its bid for Anheuser-Busch to $70 a share after offering $65 a share on June 11. By comparison, Anheuser-Busch's average share price for the 12 months before news of the deal surfaced on May 23 was about $50.

The stepped-up price apparently led to negotiations late last week after Anheuser-Busch brushed off InBev's initial offer.

"This is truly one of those win-win situations where everyone should be pleased as punch," said Tom Pirko, president of California consulting firm Bevmark. InBev CEO Carlos Brito "got what he wanted — took down the big prize. And (Anheuser-Busch) shareholders got a major premium that would have been in doubt for a long time to come."

The agreement followed about a month of resistance from Anheuser-Busch, which blasted the initial proposal of $65 a share — equal to about $47.5 billion — as inadequate and not the true value for the company's assets in key markets such as the U.S., China and Mexico.

But the turning point may have been the lukewarm reception that Anheuser-Busch's new strategic plan — ostensibly a bid to remain independent — garnered among investors after it was announced on June 27, analysts said. The ho-hum reception may have pushed Anheuser-Busch's board to negotiate, said bond analyst B. Craig Hutson.

InBev argued that the deal was the next progression in a relationship that stretches back 28 years. The companies now cooperate in South Korea, Canada and the U.S., where Anheuser-Busch imports Stella Artois, Beck's and other InBev brews.

The companies' paths have crossed before, under different circumstances.

Back in 1999, Anheuser-Busch had plans to make a bigger splash in Brazil and the broader South American beer market. The company had a minority stake in Antarctica Paulista, Brazil's No. 2 brewer, and hoped to take majority control.

But Brahma, Brazil's biggest beermaker, persuaded authorities to let it merge with Antarctica, creating a new company called AmBev. Anheuser-Busch sold its stake and watched as AmBev proceeded to merge with Belgian brewer Interbrew to become InBev.

Anheuser-Busch, meanwhile, sat out on several chances to make big international acquisitions that could have kept it on top of the global beer industry. Endowed with a conservative management style, it generally elected to test markets by taking partial stakes in foreign brewers.

InBev, in contrast, established a reputation as one of the beer industry's most audacious takeover machines. Executives have coveted Anheuser-Busch's potential for a long time — perhaps 20 years — and their ambitions go well beyond short-term earnings potential, said Gilpin.

"They're thinking about the next 100 years," she said.

On Wednesday, Brito told the Post-Dispatch that the proposed deal with Anheuser-Busch was a "natural step."

On Sunday, Brito, who will lead the new company, reiterated his company's main selling point: "Together, Anheuser-Busch and InBev will be able to accomplish much more than each can on its own," he said in a statement.

InBev's buyout of Anheuser-Busch could prove revolutionary. The combined company will churn out about 392 million barrels of beer a year, about 60 percent more than rival SABMiller. Anheuser-Busch InBev will boast sales of about $36.4 billion.

The new company aims to save at least $1.5 billion in costs annually by 2011. About 40 percent of its revenues will come from the U.S., where all of Anheuser-Busch's 12 breweries are to remain open.

Anheuser-Busch InBev also will sell noncore assets, though the assets weren't identified. However, analysts believe that InBev will sell off A-B's theme parks and packaging divisions.

St. Louis will be the North American headquarters of the combined companies. Anheuser-Busch has about 6,000 local employees and a Missouri payroll of about $518 million.

Analysts expect the deal to set off another round of buyouts and takeovers as brewers try to keep up and compete with size never before seen in the beer industry.

The combination will give the new company a platform to build the Budweiser brand outside the U.S. as well as scale to wrest more clout with vendors, Brito said during the interview last week.

"We're going to have more importance to suppliers, developers of technology, raw materials," he said. "There are a lot of things we can do together much better."

But the deal seemed anathema for many supporters of Anheuser-Busch in St. Louis, who feared that InBev would prove a harsh taskmaster and wipe out Anheuser-Busch's habit of charitable donations and generous pay and benefits. Many residents were disinclined to believe Brito's assurances that he harbored no hidden agenda.

Missouri's congressional delegation and St. Louis' mayor made known their opposition to the buyout. Similar hostility popped up as far away as Newark, N.J., where last week a sign hung on a fence near Anheuser-Busch's brewery implored: "Keep Budweiser American."

Anheuser-Busch is "the single most influential presence in American brewing history, period. And that's about to end," said Maureen Ogle, author of "Ambitious Brew: The Story of American Beer." The company "has been making significant decisions since the 1860s," she said. It leads, "and everyone else follows."

In the aftermath of InBev's purchase, A-B's influence will diminish, Ogle said. In the resulting disarray, it will face a struggle with MillerCoors LLC, a joint venture of Miller Brewing Co. and Coors Brewing Co. that took effect July 1.

Indeed, A-B's value will fall, "like driving a new car off the lot," she said.

August Busch was quick to argue that Anheuser-Busch's legacy would continue.

"In the end, it is the people that make the business run, and it is those people, and the business potential, that InBev valued when they approached us," he said in an e-mailed response to questions from the Post-Dispatch. "Nothing will change the heritage that represents the foundation of this company."

Anheuser-Busch's managers plan face-to-face meetings with employees over the next few days to discuss the deal. "The new company can only be successful if we leverage the tremendous talent within Anheuser-Busch," wrote Busch.

It is "very important that people don't jump off bridges" in fear of what InBev will do, said Edward Jones analyst Jack Russo.

In any case, the deal could be complicated by Mexican brewer Grupo Modelo, half of which is owned by Anheuser-Busch. Modelo — the biggest brewer in Mexico and the maker of Corona, Modelo Especial and 10 other brands — said it has been in active discussions with InBev about how the two companies can work together if Modelo consents to InBev's becoming a minority owner through its acquisition of Anheuser-Busch.

Modelo said its agreement with Anheuser-Busch gives it a "definitive say" in who its partner is. The brewer said it is confident that the agreement gives it the right to decide whether or not to consent to the takeover of Anheuser-Busch by InBev. The company said it was reserving its contractual rights.

InBev itself is making a major bet that it can make the $52 billion investment — financed with $45 billion in debt — pay off. The wager is that Budweiser can be turned into an even bigger global brand with a big presence in places such as Argentina, Bolivia and the Ukraine. Plus, the deal will help InBev reduce its reliance on Brazil and other high-growth but somewhat volatile markets.

But Brito's company is now saddled with massive debt to repay, said Pirko. Just as the pressure was on Anheuser-Busch to sell out, Anheuser-Busch InBev and its hard-charging CEO will have to deliver on its commitments.

"The next big adventure is to see if Brito can live up to the expectations and expand A-B's brand internationally," said Pirko. "If this turns out to be the next Brahma, you will see hari kari carried out under the Arch," he said, referring to InBev's failed effort to extend the Brazilian beer Brahma worldwide.

The U.S. beer market — of which Anheuser-Busch controlled 51 percent at the end of March — is growing slowly but still represents the world's biggest pool of profits for brewers.

InBev has built its business largely on relentless cost-cutting coupled with a string of acquisitions. But InBev executives have insisted that the main appeal of buying Anheuser-Busch was the potential increase in revenue. They have been largely silent on the magnitude of cost cuts that Wall Street and Main Street expect to follow.

"This is almost going to be like 'Invasion of the Body Snatchers,'" Pirko said. "The new company is going to be very different. It's going to have a very different culture."

Asked whether he thought Anheuser-Busch's wholesalers were as efficient as they could be — and whether he would shake up the network of 600 beer wholesalers — Brito demurred.

"I would change the top line," he said last week.



jmcwilliams@post-dispatch.com | 314-340-8372

jtomich@post-dispatch.com | 314-340-8320

atablac@post-dispatch.com | 314-340-8140

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Anheuser-Busch Cos.


Brewery founded: 1852

Headquarters: One Busch Place, St. Louis

Chief executive: August A. Busch IV

2007 Sales: $16.7 billion

2007 Profit: $2.12 billion

Total employees: 30,849

Local employees: 6,000

Key products: Budweiser, Bud Light, Michelob, Busch and Natural beers

InBev


Brewery founded: 1366

Headquarters: Leuven, Belgium

Chief executive: Carlos Brito

2007 Sales: $23 billion

2007 Profit: $4.86 billion

Total employees: 89,000

Key products: Beck's, Stella Artois, Brahma, Leffe beers

Note: Sales, profit figures converted at Friday's exchange rate.

Developments in the deal


May 23: The Financial Times reports Belgium-based InBev is preparing a takeover bid for Anheuser-Busch Cos.

May 29: A-B's board of directors meets to discuss rumors regarding InBev. It also discusses a potential meeting between A-B and InBev representatives.

June 2: A-B CEO August A. Busch IV meets with InBev representatives — Brazilian beer billionaires Jorge Paulo Lemann and Marcel Telles — in Tampa, Fla. InBev indicates it is interested in pursuing a deal, but the Belgian brewer doesn't present a proposal.

June 11: InBev sends a letter to the Anheuser-Busch board offering to buy all of the company's shares for $47.5 billion, or $65 apiece, to produce a brewing behemoth.

June 12: In a conference call with analysts and investors, Carlos Brito, InBev's chief executive, says the company is "committed to the city of St. Louis."

June 13: Board discusses InBev's bid.

A Wall Street Journal report says Anheuser-Busch had begun talks with Grupo Modelo about buying the remaining stake in the Mexican brewer. Some analysts suggest such a move might make Anheuser-Busch too expensive for InBev.



June 14: A crowd of area residents rally in downtown St. Louis to protest InBev's proposed takeover of Anheuser-Busch. They chant, "Hell no, Bud won't go."

June 15: Brito issues a second letter to Anheuser-Busch. This one warns that efforts to acquire the rest of Grupo Modelo could threaten InBev's current offer.

June 16: Anheuser-Busch sends a letter saying its board continues to study InBev's proposal.

June 17: Brito visits Capitol Hill and Sen. Claire McCaskill, D-Mo., to make his case for an Anheuser-Busch takeover. He gets a frosty reception from the Missouri delegation.

June 20: The Anheuser-Busch board meets in St. Louis and announces that Grupo Modelo Chief Executive Carlos Fernández resigned after 12 years as a director. The move leaves the board at 13 members.

The board considers and discusses InBev's proposal and strategic alternatives, including a standalone plan. Adolphus Busch IV, the uncle of CEO August Busch IV, sends a letter to the Anheuser-Busch board in support of the sale.



June 21: Andrew D. Busch, another uncle, issues a statement in support of Anheuser-Busch's "efforts to remain a strong company headquartered in St. Louis."

June 25: Brito submits a third letter, saying InBev has arranged financing for the deal with a group of 10 banks and already has paid $50 million in fees.

June 26: Board unanimously rejects InBev's proposal, calling the bid "financially inadequate."

June 27: In a conference call with analysts, A-B executives discuss enhanced cost-cutting plan and higher earnings target.

InBev files a lawsuit in Delaware Chancery Court seeking a judgment confirming that all 13 Anheuser-Busch board members can be removed by shareholders without cause. In the lawsuit, the Belgian brewer says it is prepared to make a hostile bid for Anheuser-Busch.



July 7: A-B board meets to further consider the company's strategic alternatives. Anheuser-Busch also files a lawsuit accusing InBev of using false and misleading information to convince investors to back its takeover bid.

InBev outlines efforts to oust A-B's board and install its own nominees, which includes the uncle of Anheuser-Busch CEO August A. Busch IV.



Wednesday: A-B outlines efforts to counter InBev's solicitation of shareholder support to remove the current board.

Friday: InBev and A-B are reported to be discussing a merger at a higher price, $70 a share.

Sunday: A deal is announced for InBev to acquire A-B for $52 billion, with a new company to be named Anheuser-Busch InBev.

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