ST. LOUIS - Anheuser-Busch Cos. board of directors will meet today in St. Louis, a Busch family member told the Post-Dispatch, presumably to weigh InBev's $47.5 billion offer.
Adolphus Busch IV, the uncle of the brewer's chief executive, August A. Busch IV, said late Thursday the meeting probably will be at the brewery.
Busch said nonemployee family members took part in a conference call Wednesday with Bank of America advisers but didn't reach a consensus on the $65-a-share cash offer.
"There was just a whole range of questions involving the merger and the consequences to St. Louis," he said.
Busch added, "I think probably there could be a slightly greater than 50-50 chance" of the deal going through.
Company officials declined to provide details about a possible board meeting.
"The Anheuser-Busch board must take the time necessary to conduct a full and fair analysis in consultation with its advisers before addressing the proposal publicly in detail," W. Randolph Baker, the company's chief financial officer, said in a statement. "We will not speculate on what the board's response will be."
Analysts and investors say the bid more than fairly values the company and leaves the board with few choices. The company's 14 directors could risk alienating investors and invite lawsuits by rejecting an attractive cash offer. To turn down InBev, Anheuser-Busch would have to argue that the bid undervalues the company.
The board could block the purchase by making a strategic move, such as acquiring the other 50 percent of Mexican brewer Grupo Modelo, creating a more expensive buyout target.
"Anheuser-Busch has to give shareholders a choice," said Mario J. Gabelli, chief executive of Gamco Investors Inc., which owned more than $30 million worth of Anheuser-Busch shares as of March 31. "The world is not for the smartest; it's for the most flexible, and InBev right now is without compunction."
InBev, based in Leuven, Belgium, made the unsolicited offer for Anheuser-Busch in a June 11 letter to August A. Busch IV and the Anheuser-Busch board. It followed a June 2 private meeting between Busch and InBev representatives in Tampa, Fla.
InBev Chief Executive Carlos Brito says a combination would give the company about a quarter of the world's beer market and a company larger than London-based SABMiller. It would combine Anheuser-Busch's dominance in the large but slow-growing U.S. market with InBev's strong position in faster-growing international markets.
The $65-a-share cash bid is a 28 percent premium to Anheuser-Busch's stock price before shares surged on reports last month that InBev was mulling a bid. It is 18 percent above Anheuser-Busch's record share price in 2002. Since then, the stock has bounced from $40 to $55 a share.
For that reason, it would be difficult - if not impossible - to convince shareholders that Anheuser-Busch can deliver more value on its own, said Morningstar analyst Ann Gilpin in Chicago. "I don't really think the board has a leg to stand on," said Gilpin, who values the company at $57 a share. "It's a very compelling deal.
"A-B has had some problems with (its) volumes and margins for several years, and it just hasn't delivered," she said. "In the eyes of the shareholder, management and the board has had plenty of time to show improvements."
And the decision will be in the hands of investors such as pension funds, mutual funds, money managers and banks. While the total equity distribution is not known, 187 of these kind of investors hold 58 percent of the company, according to March 31 data compiled by Bloomberg.
Analysts at Swiss investment bank UBS said in a May 27 report that a $65-a-share offer is equal to 11.8 times Anheuser-Busch's earnings before interest, taxes, depreciation and amortization, a measure of profitability. The average multiple for a brewer in a mature market such as the U.S. or Western Europe since 2000 is 9.9, they said.
"We believe it would be difficult for A-B to defend its current status quo to its shareholders given a flat stock price for many years and continued weakness in core brands," UBS said. "Additionally, it is about to face considerably more competition . . . with the combined force of Miller Coors."
Still, some analysts and shareholders believe Anheuser-Busch won't go quietly. In April, August Busch IV told a group of distributors in Chicago that the company wouldn't be acquired "on my watch," according to the Wall Street Journal.
David Kolpak, a food and beverage analyst for Victory Capital Management in Cleveland, said it would be difficult for shareholders to reject InBev's offer.
"I think the deal on a purely financial basis is a pretty generous one for Anheuser shareholders," Kolpak said. "It will be tough for Anheuser management to make a compelling case to reject it. I think you have to look at the record of the last few years of the company, and it's hard to make an argument where the shares would be worth $65 or $60 or even $55."
Anheuser-Busch could argue that the market and InBev don't fully recognize the value of one of America's best-known consumer brands: Budweiser.
InBev's Brito has gone out of his way to assuage fears and pay homage to the Budweiser brand and the company's history, Gilpin said. And, she said, he makes a good case that his distribution network is the vehicle needed to also make Budweiser the King of Beers outside the U.S.
Brito could say: "You're going to be partnering with a global powerhouse and we're going to make your brand bigger and more powerful," she said. "A-B can't do that."
Posted in Breaking on Friday, June 20, 2008 12:00 am
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