Anheuser-Busch Says InBev's Attempted Consent Solicitation is Effort to Gain Company for Under-Valued Price

The Anheuser-Busch board is focused on creating value for shareholders, a course that has already resulted in a plan that it believes will produce value superior to InBev's non-binding proposal.

08/07/08 Anheuser-Busch Cos. Inc. said InBev's announced attempt to seek to replace Anheuser- usch's existing board of directors with InBev's hand-picked nominees is a self-serving effort by InBev to try to purchase Anheuser-Busch for a price Anheuser-Busch's independent board already has determined to be financially inadequate and not in the best interest of shareholders.

Anheuser-Busch shareholders should ask themselves whether the directors selected by InBev would negotiate the best transaction for Anheuser-Busch shareholders, the company said.

The preliminary consent solicitation filing was made by InBev in connection with a non-binding, unsolicited proposal from InBev June 11 to purchase Anheuser-Busch for $65 per share. The Anheuser-Busch board determined that InBev's proposal attempted to transfer the company's value from Anheuser-Busch's shareholders to InBev's shareholders.

At the same time, the Anheuser-Busch board told InBev it would be open to consider any proposal that would provide full and certain value to Anheuser-Busch shareholders. InBev has made no attempt to provide such an offer, nor has it provided details of its self-proclaimed financing, including the conditions to its financing. InBev's non-binding proposal is not a firm offer and could even be lowered. Its proposal is merely an invitation to negotiate. Anheuser-Busch believes its present board of directors is in a better position to create the best value for its shareholders than a slate proposed by InBev and the election of which is being paid for by InBev.

Shareholders also should be aware that InBev, through a subsidiary, has a significant partnership with the government of Cuba to produce and distribute products in Cuba. InBev has not commented on how that would impact business with Anheuser-Busch's customers, nor on its ability to complete an acquisition under U.S. laws that affect acquisitions of U.S. companies by foreign companies.

Anheuser-Busch urged its shareholders to take no action and not sign or return any consent they may receive in the future from InBev. The company will file a consent revocation statement with the Securities and Exchange Commission in the coming days that will contain additional specific information.

The Anheuser-Busch board is focused on creating value for shareholders, a course that has already resulted in a plan that it believes will produce value superior to InBev's non-binding proposal.

The Anheuser-Busch board of directors is highly independent, composed of individuals with a long and recognized history of creating shareholder value and have a broad range of experience and achievements. It is comprised of some of America's top business leaders who have run such companies as AT&T, JP Morgan, Baxter Pharmaceuticals, Ikon Office Solutions, Enterprise Rent-A-Car, and non-profits like Girls Inc., among others. The board also includes accomplished professionals from outside of traditional business.

The ability of InBev to remove Anheuser-Busch directors in the proposed consent solicitation is under review in a lawsuit between Anheuser-Busch and InBev in the Delaware courts. It is unclear whether InBev will be able to affect its proposed consent solicitation unless this suit is resolved.