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The board of Anheuser-Busch Cos. (NYSE: BUD) has unanimously rejected InBev NV's $46.35 billion takeover bid, calling it "financially inadequate." So now, will we have a hostile takeover fight?

So far, we had InBev putting in the offer and Anheuser-Busch taking its sweet time to reply while trying to thwart the offer by talking to Groupo Modelo. If Anheuser can manage to buy the remaining 50% of Modelo, it would be too big for InBev to swallow. Thursday, though, Anheuser finally replied. Unanimously, no less. I wonder if somewhere around that boardroom full of directors, one at least represented the interests of BUD's second largest shareholder, Warren Buffett's Berkwhire Hathway (NYSE: BRK.A).

In response, InBev said it might ask Anheuser shareholders to unseat the whole board. InBev filed suit "seeking a judgment to confirm that shareholders acting by written consent could remove all of Anheuser's directors without cause." I'd say they might even have cause. The $65 per share offer represented a 35% premium at the time. What's so "financially inadequate" about that?

Well, as Anheuser Chairman Patrick Stokes said, the offer undervalues the Bud Light and Budweiser brands, which he calls iconic. Whatever he calls them, they are the top two selling beer brands in the world. He also said InBev undervalues BUD's growth prospects. Well, if Anheuser could restructure on its own, it should have done so by now and not wait until it was up against the wall with its shareholders. The plans it has and wants to put in place will take a while to bear fruits no doubt.

As InBev has stated, it'd rather take over BUD under friendly terms (a bit of an oxymoron there, but that's the business world). Otherwise, it could either take the tender offer directly to shareholders or get into a fight similar to that Icahn has on his hands with Yahoo! Inc. (NASDAQ: YHOO)'s board, which may not be pretty. Replacing a whole board for a new slate can, and will, get ugly. Or it can do both.

If InBev decides to play nice after all, it may have to raise its bid. Maybe they should all chill and drink a Molson (NYSE: TAP). Things will look better after a few...

Anheuser-Busch vs. InBev -- ready for a bar brawl? originally appeared on BloggingStocks on Thu, 26 Jun 2008 18:30:00 EST. Please see our terms for use of feeds.

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