InBev Flexes

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Brew blog

Directors under fire?

Apparently InBev is prepared to go hostile.

Following reports that Anheuser-Busch is poised to reject InBev’s unsolicited, $46 billion bid, InBev has filed suit in the Delaware Chancery Court “seeking a judgment to confirm that shareholders acting by written consent may under Delaware law remove without cause all thirteen of the present Anheuser-Busch directors, including the five elected in 2006.”

From an InBev release:

InBev (Euronext: INB) said today that it remains committed to its proposed combination with Anheuser-Busch, Inc. (NYSE: BUD) and its offer of $65 per-share in cash for all of the outstanding common shares of the company, representing an immediate premium of 35% over the unaffected price of the shares.

InBev’s strong preference is to enter into a constructive dialogue with Anheuser-Busch to achieve a friendly combination that comprehensively addresses the interests of all constituents. At the same time, the Company is also seeking a declaratory ruling in Delaware regarding alternative routes to progress the combination to ensure that Anheuser-Busch shareholders preserve their voice in the process.

InBev stated further that it filed suit in Delaware Chancery Court seeking a judgment to confirm that shareholders acting by written consent may under Delaware law remove without cause all thirteen of the present Anheuser-Busch directors, including the five elected in 2006. Under the Charter of Anheuser-Busch and as a matter of Delaware law, it is clear that the eight directors elected after 2006 are subject to removal without cause through the written consent procedure; the filing seeks to confirm that, as InBev strongly believes, the directors elected in 2006 are also now subject to removal through that same mechanism.

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One Response to “InBev Flexes”

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