Today was another one of those days where it was hard to tell if the market was up. The market gapped up and then posted a great morning rally, and then proceeded to give back most of the gains from noon until late in the afternoon. Housing was dismal, producer prices were down, and Bernanke and Paulson testified about the TARP usage.
Anheuser-Busch Companies Inc. (NYSE: BUD) is no more..... The merger was completed today with InBev and the stock will now be European listed and be called Anheuser-Busch InBev. Shareholders of common stock receive $70.00 per share in cash as part of this $52 billion merger.
Corning Inc. (NYSE: GLW) gave disappointing LCD panel guidance which was "below" the $1.1 to $1.2 billion in revenues previously offered and "at the low end of below" the $0.20 to $0.28 EPS range previously offered just a few weeks ago. Shares were down 7% right before the the close.
Who knew that the fate of world beer would one day be in the hands of the beer faithful in Rochester, New York? The tastes of this blue-collar town, along with neighbors Syracuse and Buffalo, are key in the pending acquisition of Anheuser-Busch (NYSE: BUD) by Belgian giant InBev, SA. The three cities make up half of the U.S. consumption of Labatt Blue and Labatt Blue Light. Due to the popularity of Labatt brews and Budweiser brands in upstate New York, the U.S. Justice Department worries that beer prices might rise in Rochester.
So, if the acquisition is to be approved, giving Europeans control over America's iconic beer brands, InBev is being asked to sell the Labatt USA subsidiary. Other major InBev brands, including Stella Artois, Becks, and Bass, are not considered competitive enough in any markets to reduce competition between beers and provide upward pressure on prices.
Nope, it all comes down to Rochester and its surprisingly European tastes. Who would have thought?
The credit crisis has ruined a number of M&A deals, so why not the InBev transaction to buy Anheuser-Busch (NYSE: BUD) and create the world's largest brewer?
The problem may not be so far fetched. Most of the money needed to close the transaction is debt.
According toReuters, "A banking industry meltdown and corresponding market volatility has already caused the Belgium-based brewer to postpone a $13.4 billion rights issue it planned in connection with the deal."
The InBev management may say that BUD is worth less now as the economy has faltered. The Anheuser-Busch board may not buy that. They like the $70 a share offer they have now. But, do they have any choice to take less? Maybe not.
BUD trades at $58, which means that some risk of problems with InBev are already in the stock. But, before word of the deal leaked, BUD traded below $50. If the board walks now, especially given how far the overall stock market is off, shares could drop well below $40.
Anheuser-Busch is trapped by the 40% drop in most of the equity indexes. Its shareholders are about to be hammered. Look for a deal to get done at $55. BUD don't have any leverage to do better.
A friend of mine was part of the team that worked on an acquisition for InBev, which is the mega Belgian beer company. He was impressed with the company's merger skills and had little doubt the transaction would work.
Well, global investors are impressed too (which is no easy feat in this tough global economic environment). In fact, according to a piece in the Wall Street Journal (subscription required), it looks like InBev is effectively managing the $45 billion in debt financing for the acquisition of Anheuser-Busch (NYSE: BUD).
No doubt, this is a complicated process. After all, InBev has organized a syndicate of top banks, which include Deutsche Bank, JP Morgan (NYSE: JPM), Barclays Capital, Royal Bank of Scotland, ING Bank, Banco Santander, BNP Paribas, Fortis, Bank of Tokyo-Mitsubishi and Mizuho Corporate Bank.
For the most part, the senior management team at InBev understands the global financial world (keep in mind that there is a deep bench of former investment bankers). Besides, the company has been diligent with maintaining a strong credit rating, which helps to minimize the financing risk.
In other words, to get a big deal completed nowadays, the quality needs to be top-notch. And, for the most part, InBev fits the bill.
For hungry Wall Street investment bankers, the $45 billion merger of InBev and Anheuser-Busch Cos. (NASDAQ: BUD) is a nice relief. Yes, it means lots of juicy fees.
Another big winner is Busch IV (the CEO of Anheuser). Apparently, he is negotiating a consulting agreement that may exceed $10 million (there will be a $120,000 monthly retainer through December 31, 2013).
But according to a piece in Reuters, the transaction may have a dark side. Simply put, it hasn't been easy to raise the debt financing. As a result, this may crowd out some of the financing of other M&A deals.
The high rates on the InBev financing is likely to push up other debt costs on other pending transactions. What's more, there will be a flood of bond issuances on the market, which will put further pressure on the debt markets.
In other words, we may see a slowdown in M&A activity for the rest of the year -- except for those buyers that have substantial balance sheets.
The exchange rate between the dollar and Euro gives InBev a 30% to 35% discount making the acquisition price seem like a great deal for BUD shareholders but an even better one for InBev shareholders. And if the the currency exchange rates shift back over time then all the shareholders win.
This means that Americans will be answering to the Dutch Belgians. If the dollar had gained against the Euro instead of becoming weaker is it possible that Anheuser-Busch (BUD) would have bought out InBev (NV)? If the dollar stays down or drifts lower as seems likely right now look for more M&A activity from abroad.
In the mean time, since 'my pal Warren', is the largest shareholder of BUD through Berkshire Hathaway (NYSE: BRK.A) and supports the deal, will he remain a shareholder of the new company? No doubt this increases the value of Berkshire, but does this set the stage for Buffett to enter the European market in a big way?
Sheldon Liber is the CEO of a small private investment company and the principal for design and research at an architecture & planning firm. He writes the columns Chasing Value and Serious Money. Disclosure: I own shares of BRK.B.
U.S. stock futures were solidly higher Monday morning, indicating a similar start to U.S. markets, after a very interesting weekend in which a government plan was set in motion to rescue ailing mortgage giants Fannie Mae and Freddie Mac and Budweiser maker accepted a $52 billion buyout offer.
Last week, and Friday was no exception, stocks tumbled due to concerns over government-sponsored mortgage buyrs Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE) and their possible insolvency. On Friday, the Dow industrials fell 128 points, or 1.14%, the Nasdaq Composite closed 18 points, or 0.83%, lower, and the S&P 500 dropped 13 points, or 1.11%.
But this morning, all that changed after Sunday the Federal Reserve and the Treasury Department announced steps to bolster the slumping mortgage giants Fannie Mae and Freddie Mac. The plan, "is intended to signal the government is prepared to take all necessary steps to prevent the credit market troubles that erupted last year with losses from subprime mortgages from engulfing financial markets." That includes granting Fed New York authority to lend the two as much as necessary. FNM shares are 28% higher and FRE shares are 29% in premarket trading.
It must have been a deeply emotional board meeting for Anheuser-Busch Cos. (NYSE: BUD). In family control for more than 150 years, the company has become a quintessential American icon.
Despite all this, Anheuser's had no choice in selling out to InBev NV, a giant beer company based in Leuven, Belgium.
Simply put, the offer was too rich: $49.91 billion. After all, over the past few years, Anheuser was a laggard. What's more, the plunging dollar has made it easier for foreign-based buyers to make plays for U.S. companies. It seems that no company is immune.
The Anheuser-InBev merger combination -- which will be called Anheuser-Busch InBev -- will result in the world's largest beer company (the #2 will be SABMiller PLC). In all, revenues will amount to roughly $36 billion.
For InBev the deal carries lots of risk. The valuation for Anheuser comes close to 15X EBITDA (earnings before interest, taxes, depreciation and amortization). Furthermore, the deal involves a huge slug of debt. Then again, over the years, InBev has demonstrated savvy M&A skills, wielding a strong cost-cutting knife.
In the end, it's the shareholders who are cheering, with Warren Buffett being particularly joyful. His company, Berkshire Hathaway (NYSE: BRK.A), owns 5% of Anheuser.
It's official -- a company that has stood for generations of Busch's as an icon of the American beer industry is no more. Reuters reports that Anheuser-Busch (NYSE: BUD) has accepted a $50 billion offer to be acquired by InBev. Reuters reports that the combined company will be called Anheuser-Busch InBev.
I have been watching advertisements from Anheuser-Busch for years and I think they have been the most entertaining around. InBev is known as an aggressive cost cutter and it's not clear whether these ads will continue into the future. One thing that would not surprise me in the least would be for the Busch family -- whose sons have run the place for generations -- to take their money and leave the business.
With Abu Dhabi buying Manhattan's Chrysler building last week, it will be interesting to see what other American icons get sold off to the highest global bidder before the next president takes office.
InBev, the Belgian brewer, today hiked its unsolicited bid for Anheuser-Busch Cos. (NYSE: BUD) by a whopping $5 a share, making it all but certain that the King of Beers will sell -- unless members of the board of directors have spent too much time sampling their own product.
The $50 billion offer represents a substantial premium over where Anheuser-Busch has recently traded. InBev clearly wants to avoid the hostile takeover it's threatened. It has vowed to keep its U.S. operations based in the company's hometown of St. Louis. The average drinker of Budweiser probably will not notice a difference in the taste of their favorite brew, which may or may not be a good thing depending on one's beer snobbery.
Shareholders, including Warren Buffett, are ready to head to the exits. The stock, which is up 17% this year, is trading up in pre-market trading. The company has little choice but to take the bid. No other logical buyers exist and I would be surprised if private equity players would be willing to top InBev's offer.
About the only potential losers in this acquisition may be media companies.
Rick Wagoner, the CEO of General Motors Corporation (NYSE: GM), hit out against allegations that the auto maker may soon file for bankruptcy and said he believes the company's financial position will "remain robust" for the rest of the year. Wagoner also said, the Wall Street Journal reported, that the company has no plans to sell or reduce more of its brands.
An independent Yahoo! Inc (NASDAQ: YHOO) would be better for the world, Google Inc (NASDAQ: GOOG) CEO Eric Schmidt said and the Financial Times reported. Yahoo! will be able to create more competition in the search market and other advertising markets if it stays independent, Schmidt contended.
OTHER PAPERS:
According to people briefed on the plan, the New York Times reported that senior Bush administration officials are weighing a plan to have the government take over either Federal National Mortgage Association (NYSE: FNM), or Fannie Mae, or Federal Home Loan Mortgage Corporation (NYSE: FRE), or Freddie Mac -- or both -- and place them in a conservatorship if their problems continue or worsen.
The New York Times also reported that people briefed on the matter said Anheuser-Busch Companies Inc (NYSE: BUD) is in active talks to sell itself to InBev in a friendly deal, despite previous hostility to the idea. One person said InBev indicated it may be willing to pay more than the $65 per share originally offered.
It seems that not a day goes by without some news regarding one of the largest deals Wall Street is following intently these days, InBev's $46 billion hostile takeover bid for Anheuser-Busch Cos Inc. (NYSE: BUD).
Not long ago, Reuters reported that Anheuser-Busch filed a suit Monday against InBev NV, calling the brewer's takeover attempt an "illegal plan and scheme" to acquire Anheuser "at a bargain price."
It isn't surprising the Budweiser maker has filed a suit. Only last week, when A-B officially rejected InBev's $46 billion offer, the latter filed a suit of its own as well as launched a proxy battle, filing a consent solicitation with regulators seeking to replace Anheuser's board. Anheuser's suit seeks an injunction to stop InBev's attempts to replace its board. Anheuser says it wants first to make sure certain alleged false and misleading statements are fixed.
From the lawsuit (pdf file) it seems that some of the misleading statements Anheuser is complaining about have to do with InBev's financing possibilities and its plans for the company once it is taken over. I don't normally read litigation documents, but the language here seems quite strong with allegations even of rumor mongering. Judge for yourself:
With Belgian-Brazilian InBev seeking to take over Anheuser-Busch (NYSE: BUD), it's hard to see why it would have political ramifications: if BUD's shareholders and board determine that it's in their best interests to sell, isn't that a corporate decision? And don't politicians have better things to opine on?
Apparently not. Democratic Senator and presidential candidate Barack Obama told Reuters that "I do think it would be a shame if Bud is foreign-owned. I think we should be able to find an American company that is interested in purchasing Anheuser Busch if in fact Anheuser Busch feels that it's necessary to sell."
I'm an Obama supporter, but I'm not sure what the point is in wading into this one. Public companies have a responsibility to shareholders to be agnostic when it comes to foreign takeovers -- if that produces value, that's what they should do. When Barack Obama uses the pronoun 'we' to describe the strategic direction of a public company, I start to get a little worried.
According to The New York Times' DealBook blog, InBev has a significant partnership with Cuba to produce Bucanero beer, the second-largest player in the communist country's market.
In the the beer world, this deal is not very important since the island has a population of about 11 million. Besides, its economy is a mess.
"Government defaulted on most of its international debt in 1986 and does not have access to credit from international financial institutions like the World Bank, which means Havana must rely heavily on short-term loans to finance imports, chiefly food and fuel," according to Global Security Org. "Because of its poor credit rating, an $11 billion hard currency debt, and the risks associated with Cuban investment, interest rates have reportedly been as high as 22%."
The question of what would happen to InBev's Cuban business in the event the takeover of Budweiser is successful is an interesting one. Would the company have to divest the business to comply with the U.S. embargo or not do anything since it is not a U.S.-based company? Maybe the subsidiary could be operated through a non-U.S. InBev business. Regardless, it's a solvable problem from a legal and financial vantage point.
While I have no doubt I have no doubt the Belgian brewer will gladly say "adios" to its small Cuban beer business if that's the price it has to pay to complete its $46 billion hostile bid for Anheuser-Busch Cos., Inc. (NYSE: BUD), public relations is another matter.