InBev said today it wants to sack to entire board of takeover target Anheuser-Busch and replace it with 13 new directors including Adolphus Busch IV - the great-grandson of the founder of Anheuser-Busch and uncle of the current CEO.
In the latest twist in the Belgian brewer's battle to seize control of the Budweiser maker, InBev said it would file later today a consent solicitation statement with the US Securities and Exchange Commission "seeking to remove each member of the board of directors of Anheuser-Busch companies and provide Anheuser-Busch shareholders an opportunity to have a direct voice in the proposed combination with InBev".
The move comes less than two weeks after Anheuser-Busch flatly rejected a $46bn (£23bn) takeover offer from InBev as "financially inadequate".
The recruitment of Adolphus IV, who is an active environmental campaigner, was seen as a coup for Inbev. Unlike other members of the Anheuser-Busch family, he has backed the bid. In a letter sent to the company's board last month, he said it would achieve value for shareholders without destroying the Busch family legacy.
"As I reflected on the recent changes in the global beer business, the performance of Anheuser-Busch's share price over the last decade and the terms of the proposal being made to us by InBev, I realized that it is really not a choice at all," he wrote.
However his brother Andrew Busch has come out in support of the current board. The company's chief executive, August Busch IV, is the nephew of Andrew and Adolphus IV, who both own shares in the brewing giant.
Adolphus IV has attracted praise for his environmental initiatives. Last year he installed five large solar panels at his farm in St Louis, Missouri, reportedly costing $100,000 and making it the region's largest personal solar power plant. And in 2000 he launched an organisation called Great Rivers Habitat Alliance, which campaigns against development along the Mississippi, Missouri, and Illinois rivers.
The 13 new directors proposed by InBev include Henry McKinnell, the former chairman and chief executive of Pfizer, William Vinson, the former vice president and chief counsel of Lockheed Martin, Ernest Mario, the former chief executive of Glaxo and Allan Loren, the former chairman and chief executive of Dun and Bradstreet.
InBev, maker of Stella Artois and Beck's, has already filed a lawsuit in Delaware to clarify the St Louis-based company's corporate structure. It wants a judge to rule that all of Anheuser's directors are liable to removal through a vote by shareholders "without cause" – including five recently elected board members. Under Anheuser-Busch's charter and Delaware law it is clear that the eight directors elected after 2006 can be removed without cause through the written consent procedure, InBev said today. The filing was made to confirm that the five directors elected in 2006 may also be removed and replaced through the same mechanism.
On June 11, InBev made an unsolicited offer of $65 a share for the Budweiser brewer.
"Our strong preference remains to enter into a constructive dialogue with Anheuser-Busch to achieve a friendly combination that comprehensively addresses the interests of all constituents," said InBev's chief executive Carlos Brito. "We believe our firm offer of $65 per share reflects the full and fair value of Anheuser-Busch and is a compelling proposal for shareholders. The proposal is backed by fully committed financing and provides immediate certainty of value in a weakened stock market environment."
