InBev to A-B: “Time Is of the Essence”

by

Brew blog

Brito reaches out for a third time to A-B board.

In his latest missive to the Anheuser-Busch board, InBev CEO Carlos Brito says InBev has obtained committed financing for its unsolicited, $65-per-share bid for A-B.

That demonstrates “InBev’s resolve to consummate a combination with Anheuser-Busch,” InBev said in a release.

Notes Beer Marketer’s Insights Express: “And perhaps in response to suggestion by some that AB might attack deal’s financing and that there had been no commitment letters, Brito points out that InBev has “executed commitment letters for the financing and … paid approximately $50 million in commitment fees to a lending group” that includes 10 different banks.”

The letter follows A-B board’s statement last week that, after a meeting, it had no response to the InBev offer.

“As we have indicated previously, we are committed to entering into a constructive dialogue with you to achieve a friendly combination,” the letter says. “We remain available to discuss our proposal with you including the fundamental elements enumerated above, but we believe that time is of the essence.”

Here’s the text of the letter:

June 25, 2008

Mr. August A. Busch IV
President and Chief Executive Officer
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri
63118
USA

Proposal for Combination Creating the World’s Leading Beer Company

Dear August,

We are writing to confirm that InBev remains committed to our proposal to combine with Anheuser-Busch by means of acquiring all of the outstanding shares of Anheuser-Busch for $65 per share in cash. Our proposed price would deliver an immediate cash premium to your shareholders of 35% over the 30-day average share price prior to recent market speculation and 18% above the previous all-time high achieved for your shares in October 2002. The market reaction to our proposal has been extremely positive. We believe this confirms our view that our proposal is the best way to achieve this transformational combination for all constituents.


In my June 11th letter I indicated that InBev had received the strong support of a group of leading financial institutions with respect to providing all of the financing required for the combination of our two great companies. To demonstrate our conviction in this combination, we have executed commitment letters for the financing and have paid approximately $50 million in commitment fees to a lending group comprised of Banco Santander, Bank of Tokyo-Mitsubishi, Barclays Capital, BNP Paribas, Deutsche Bank, Fortis, ING Bank, JP Morgan, Mizuho Corporate Bank and Royal Bank of Scotland.

Beyond the immediate financial benefit to your shareholders, our proposal also provides significant benefits to all key stakeholders. The fundamental elements of our proposal include:

— A combination that brings together two companies with centuries of brewing tradition to create the global leader in the beer industry

— A stronger, more competitive global company that will benefit our respective consumers, wholesalers, employees and business partners

— Budweiser to be expanded globally

— St. Louis to be the North American headquarters and global home of the flagship Budweiser brand

— The heritage of Anheuser-Busch to be evoked in the name of the new combined company

— All U.S. breweries to remain open

— Full support for Anheuser-Busch wholesalers and the three-tier distribution system

— Strong commitment to the communities in which Anheuser-Busch operates

— Members of Anheuser-Busch management to be retained at all levels of seniority

— Members of the Anheuser-Busch Board to be invited to join the Board of the combined company

— A combination that will create one of the world’s five largest consumer-goods companies

This firm proposal is subject only to the negotiation of mutually satisfactory definitive agreements and the completion of confirmatory due diligence, all of which could be progressed and finalized without delay.

As we have indicated previously, we are committed to entering into a constructive dialogue with you to achieve a friendly combination. We remain available to discuss our proposal with you including the fundamental elements enumerated above, but we believe that time is of the essence.

It is clear that the combination of Anheuser-Busch and InBev would be an industry-transforming event, creating an unparalleled opportunity for our stakeholders. Our Board, our majority shareholder and our management team remain committed to making this happen.

Very truly yours,

Carlos Brito

cc: Board of Directors of Anheuser-Busch

Advertisements

Tags:

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s


%d bloggers like this: