More than a week after InBev's $47.5 billion takeover bid for Anheuser-Busch Cos. shook St. Louis, the board of the American beer icon said it's not ready to respond. And when it does answer its Belgian rival, it will be with one fewer voice.

The St. Louis-based maker of Budweiser and Bud Light said the board met Friday to consider InBev's bid, and that directors would continue to weigh the $65-a-share offer.

Just hours earlier, the company announced that director Carlos Fernández, the chairman and chief executive of Mexican brewer Grupo Modelo, informed the board on Thursday that he was resigning. He has served as a director since 1996.

His departure leaves 13 directors to determine the company's fate. Analysts believe one possible takeover defense would be for Anheuser-Busch to acquire the remaining half of Modelo to help fend off InBev.

A spokeswoman for Modelo, the maker of Corona, said Fernández resigned "to avoid any appearance of conflict" but declined to elaborate further.

"Carlos has always provided great value as a member of our board, with insights into the business," August A. Busch IV, Anheuser-Busch's chief executive, said in a statement on Friday. "He remains a respected colleague."

It is uncertain how soon the board will respond to InBev's June 11 offer.

Meanwhile, the Wall Street Journal Online reported Friday that Adolphus Busch IV sent a letter to the Anheuser-Busch board urging directors to begin negotiations with InBev. The newspaper reported that Adolphus Busch, the uncle of August Busch IV and an A-B shareholder, also called InBev's chief executive to hear firsthand about the brewer's commitment to St. Louis.

The letter said: "I believe that as directors you have a fiduciary duty to commence negotiations with InBev in order to bring about this deal and allow shareholders to receive the price proposed by InBev," the Journal reported.

An Anheuser-Busch spokeswoman declined to discuss the board meeting or comment further on Fernández's departure.

Morningstar analyst Ann Gilpin said it's uncertain what Fernandez's resignation means for the future of Anheuser-Busch but believes it was the right move for the Modelo CEO. "Carlos Fernández represents Grupo Modelo first and secondly represents Anheuser-Busch," she said.

Anheuser-Busch owns a 50.2 percent interest in Modelo, Mexico's largest beer seller and the maker of Corona, but less than half of the voting power, so it doesn't have control. Under the relationship, Modelo distributes Budweiser, Bud Light and other Anheuser-Busch products in that country, and Anheuser-Busch distributes Modelo products in China.

Busch, who took over as chief executive in 2006, has suggested that he wants the company to remain independent.

One way to do that, analysts say, would be to acquire the other half of Modelo, likely at a cost of $10 billion to $15 billion.

"We believe that these brewers could jointly make the potential purchase price too expensive for InBev, and keep any existing offer from being accepted," HSBC Securities analyst Lauren Torres said in a recent report to clients.

Anheuser-Busch has reportedly already begun preliminary discussions about such a combination. And some analysts and investors say Fernández's resignation from the Anheuser-Busch board may be another signal a Modelo deal is brewing.

By stepping down, Fernández "can sit on the other side of the table and negotiate" with Anheuser-Busch, said Esther Kwon, an equity analyst who follows beverage companies for Standard & Poor's.

But while owning Modelo might thwart InBev, such a move would be expensive and not necessarily in the best interest of investors.

"I think it would be terrible for shareholders," said Kwon, who values the company at $57 a share. "I don't think they'll be able to create shareholder value above $65. They've had plenty of time to do that, and buying Modelo isn't going to help."

"It looks like they're grasping at every straw that they can to stay independent, which in my view is a day late and a dollar short," said Malcolm Polley, president of Stewart Capital Advisors LLC in Pittsburgh, which owns Anheuser-Busch shares.

InBev CEO Carlos Brito warned Anheuser-Busch that a deal to acquire the remaining stake in Modelo could threaten the $65-a-share price. The June 11 offer, he said, was based on the St. Louis company's "current assets, business and capital structure."

On Friday, the Belgian brewer posted a video clip of Brito explaining how the deal would benefit St. Louis and other Anheuser-Busch stakeholders. In it, he reiterated that St. Louis would be the combined company's North American headquarters and the city would have "an enlarged role" as the hub for Budweiser's global expansion.

"We don't have a headquarters in the U.S. So why would we move the headquarters out of St. Louis when we understand that St. Louis is such an integral part of what the brand is all about — the roots, the Clydesdales, the museum, the Pestalozzi Street brewery, the One Busch Place — all the things are key parts of the brand?" Brito said. "So why change? We don't have a place to go."

Anheuser-Busch didn't indicate how long the board would deliberate or when the board would meet next.

Jack Russo, an analyst at Edward Jones, thinks Anheuser-Busch can make a case to shareholders that the company can achieve a stock price better than $65 on its own, perhaps by announcing a restructuring plan, cost cuts or selling non-core assets.

If Anheuser-Busch does choose to negotiate, its board can extract a few extra dollars a share by basing the price on other recent deals in the beer industry, such as Carlsberg's purchase of Scottish & Newcastle's Russian and French assets in January.

"I don't think there's any doubt that A-B can boost its stock price," Russo said. "It's a question of how long it's going to take before shareholders see the results."

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