On June 12, Carlos Brito took pains to express his admiration for the directors of Anheuser-Busch Cos.

"We respect their board a lot," said the chief executive of Belgian brewer InBev, making the case for a friendly buyout of the St. Louis-based brewer.

On Monday, Brito had a new message for shareholders: Throw out Anheuser-Busch's board and elect InBev's hand-picked nominees, including an uncle of A-B's chief executive.

InBev has been frustrated in its attempts to discuss a takeover proposal with Anheuser-Busch. The new move is seen as a turning of the screw to push Anheuser-Busch's board into negotiations — something the board of 13 has avoided.

The tactic firmly recasts InBev's takeover bid as a hostile action as it seeks to buy Anheuser-Busch for $65 a share, or about $47.5 billion.

Anheuser-Busch slammed the maneuver as a "self"'serving" effort to buy it for a price A-B's board has called inadequate.

Anheuser-Busch questioned whether InBev's nominees would negotiate the best transaction for shareholders and said its current directors are better-positioned to create the best value for shareholders. The company also said InBev's non"'binding proposal is not a firm offer, could be lowered and is only an invitation to negotiate.

But InBev said Anheuser-Busch has been unwilling to negotiate a friendly deal — InBev's "strong preference." Its plan to replace Anheuser-Busch's board would give shareholders a "direct voice" in the proposed buyout, InBev said.

InBev said the only commitment it has sought from the nominees is that they will act in the best interests of Anheuser-Busch and its stockholders and exercise their independent judgment. InBev agreed to pay each nominee $50,000 and 10 shares of Anheuser-Busch stock to stand for election.

InBev's newly-recruited group of nominees includes Adolphus Busch IV, uncle of Anheuser-Busch chief executive August A. Busch IV. Analysts said the inclusion of a Busch family member could entice shareholders who might otherwise have reservations about InBev's plans.

"It continues to be my personal belief that the combination of these two great companies will have a positive impact," Adolphus Busch said in a statement. He said the decision to accept the position as nominee hinged on his commitment to increase shareholder value and "has nothing to do with the legacies of either Anheuser-Busch Inc. or the Busch family."

In a preliminary filing Monday with the Securities and Exchange Commission, InBev told shareholders that its board-replacement proposal is designed to get prompt consideration for its takeover proposal. A majority of A-B shareholders would have to approve the board-replacement proposal.

HURDLES REMAIN

The plan to remove the board through the "consent solicitation" process must cross a few hurdles — federal regulators will review InBev's preliminary solicitations before the voting starts — and InBev could conceivably pull back from triggering the process.

Replacing Anheuser-Busch's board may be an easier way to take over the company than offering to buy shares directly from stockholders, said Donald Margotta, associate professor of finance at Northeastern University.

The board replacement could circumvent some of A-B's takeover defenses, he said.

It "may be like a Trojan horse strategy," Margotta said. "Better to get inside (Anheuser-Busch) than to attack it frontally."

The consent solicitation process rarely succeeds in removing directors, although it can propel a takeover target into the arms of its buyer. Glass Lewis, a leading shareholder research firm, last month said it could not find examples of directors who were removed without cause when a proxy contest wasn't involved.

Experts said InBev still would like to craft a friendly takeover because it would allow the company to dig deeper into Anheuser-Busch's books and get a better sense of the company's finances.

A friendly deal also could lessen the takeover's political sensitivity. An example: Sen. Barack Obama of Illinois, the Democratic Party's presumptive presidential nominee, on Monday said it would be a "shame" if Anheuser-Busch was bought by a foreign company.

Anheuser-Busch also raised questions about whether InBev's operations in Cuba would affect its ability to complete an acquisition under U.S. laws. An InBev spokeswoman told Bloomberg News on Monday that InBev's business in Cuba does not violate U.S. law.

The question still remains whether InBev would rather do a hostile bid at $65 per share, or pay more in order to facilitate a friendly deal, said Morningstar analyst Ann Gilpin. "It's hard to say what price tag they would put" on a friendly deal, she said.

'PLAY HARD TO GET'

Analysts differ on whether Anheuser-Busch should negotiate with InBev right away.

It is still the right strategy to "put up a good fight and play hard to get," said Michael Goldman, managing director of boutique investment bank TM Capital. "You'll never find out what InBev's highest price is until you push them."

Sachin Shah, a special situations analyst with ICAP Equities in New York, said the best thing Anheuser-Busch could do is to negotiate with InBev — after making clear that it is only receptive to an offer at a higher price.

"Shareholders want the company to talk — not wait and wait and wait and give InBev an excuse to say, 'You know what? We want to offer less,'" said Shah, who said the fair value of Anheuser-Busch is $71 a share if it is acquired. He said Anheuser-Busch's directors "have to hammer this point — we are worth more" than $65 a share.

Anheuser-Busch said InBev has "made no attempt" to provide an offer that would provide full and certain value for Anheuser-Busch shareholders, or provided details of its financing.

Anheuser-Busch said it plans to file a "consent revocation statement" with federal regulators to counter InBev's solicitation of Anheuser-Busch shareholders.

InBev's plan to quickly replace Anheuser-Busch's board may depend on a lawsuit it filed in Delaware. InBev's lawsuit seeks to get a state court's confirmation that A-B's shareholders have the ability to remove all 13 members of the board without cause. Without that ruling, InBev says it could still remove eight directors.

It won't be easy for InBev to get a majority of Anheuser-Busch shareholders to agree to remove the company's board, wrote B. Craig Hutson, senior bond analyst at Gimme Credit. But "we expect Inbev to keep the pressure on (Anheuser-Busch), an asset that it deeply covets," he said in a note to investors.

jmcwilliams@post-dispatch.com

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