UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
| o | Preliminary Consent Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Consent Statement | |
| o | Definitive Additional Materials | |
| þ | Soliciting Material Pursuant to Section 240.14a-12 |
ANHEUSER-BUSCH COMPANIES, INC.
INBEV S.A.
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: | ||
| (2) | Aggregate number of securities to which transaction applies: | ||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| (4) | Proposed maximum aggregate value of transaction: | ||
| (5) | Total fee paid: | ||
| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: | ||
| (2) | Form, Schedule or Registration Statement No.: | ||
| (3) | Filing Party: | ||
| (4) | Date Filed: | ||
On July 1, 2008 InBev S.A. issued the following press release:
Press Release
Brussels, 1 July 2008 — 1/3
The enclosed information constitutes regulated information as defined in the Royal Decree of 14
November 2007 regarding the duties of issuers of financial instruments which have been admitted for
trading on a regulated market.
InBev Responds to Anheuser-Busch’s Rejection
| • | Remains committed to business combination at full and fair price of $65 per share despite a weakened stock market environment | ||
| • | Firm proposal supported by fully committed financing | ||
| • | Provides immediate certainty to investors through all-cash consideration and unparalleled opportunities for stakeholders |
InBev (Euronext: INB) said today that it remains committed to its proposal to create the world’s
leading beer company through an acquisition of all the outstanding common shares of Anheuser-Busch
Companies Inc. (NYSE: BUD) at $65 per-share in cash, representing an immediate premium of 35% over
the unaffected share price and a premium of 18% over the previous all-time high in October, 2002.
Carlos Brito, Chief Executive Officer of InBev, said:
“Our firm proposal of $65 per share reflects the full and fair value of the company. The proposal
is backed by fully committed financing, and provides immediate certainty of value in a weakened
stock market environment. Our firm proposal was rejected in favor of a newly formulated management
plan with significant execution risks.
In addition to guaranteeing immediate value for Anheuser-Busch shareholders, our proposal is
predicated on an established track record of international expansion and consistent growth in
profitability. This combination would create a stronger, more competitive global company with an
unrivaled worldwide brand portfolio and distribution network, as well as unmatched economies of
scale in a period of rapidly escalating commodity prices. It would provide unparalleled
opportunities for consumers, employees, wholesalers, business partners and communities.
Given the seriousness of our firm proposal, we were surprised that we did not hear from Anheuser
Busch’s Board of Directors, management or advisors prior to the rejection.”
Press Release
Brussels,
1 July 2008 — 2/3
InBev’s strong preference is to enter into a constructive dialogue to achieve a friendly
combination that comprehensively addresses the interests of all constituents. At the same time,
InBev remains committed to the combination and will pursue all available avenues that would allow
Anheuser-Busch shareholders a direct voice in the process.
Last week, InBev filed suit in Delaware to confirm that Anheuser-Busch shareholders have the
ability under Delaware law to remove without cause all thirteen members of the Anheuser-Busch
Board. Under Anheuser-Busch’s charter and Delaware law it is clear that the eight directors
elected after 2006, who together constitute a majority of the Anheuser-Busch Board, are subject to
removal and replacement without cause through the written consent procedure. The purpose of the
filing is merely to confirm InBev’s strong belief that the five directors elected in 2006 may also
be removed and replaced through that same mechanism.
Information for Consumers, Employees, Wholesalers, Business Partners and Communities is available
at www.globalbeerleader.com or www.inbev.com.
Dutch and French versions of this press release will be posted on InBev.com
About InBev
InBev is a publicly traded company (Euronext: INB) based in Leuven, Belgium. The company’s origins
date back to 1366, and today, it is the leading global brewer. As a true consumer-centric, sales
driven company, InBev manages a carefully segmented portfolio of more than 200 brands. This
includes true beer icons with global reach like Stella Artois® and Beck’s®, fast growing
multicountry brands like
Leffe®
and
Hoegaarden®, and many consumer loved “local champions” likeSkol
®, Quilmes
®, Sibirskaya Korona
®, Chernigivske
®, Sedrin
®, Cass
® and Jupiler
®. InBev employs
close to 89 000 people, running operations in over 30 countries across the Americas, Europe and
Asia Pacific. In 2007, InBev realized 14.4 billion euro of revenue. For further information visit
www.InBev.com
Contact information
Marianne Amssoms
|
Philip Ludwig | |
Vice President Global External Communications
|
Vice President Investor Relations | |
Tel: +32-16-27-67-11
|
Tel: +32-16-27-62-43 | |
Fax: +32-16-50-67-11
|
Fax: +32-16-50-62-43 | |
E-mail: marianne.amssoms@inbev.com
|
E-mail: philip.ludwig@inbev.com |
Steven Lipin/Nina Devlin
Brunswick Group
+1-212-333-3810
Brunswick Group
+1-212-333-3810
Rebecca Shelley/Laura Cummings
Brunswick Group
+44 20 7404 5959
Brunswick Group
+44 20 7404 5959
Press Release
Brussels,
1 July 2008 — 2/3
This report contains certain forward-looking statements reflecting the current views of the
management of InBev with respect to, among other things, the potential benefits of a transaction
with Anheuser-Busch or the timing thereof. InBev’s strategic objectives, business prospects, future
financial condition, budgets, projected levels of production, projected costs and projected levels
of revenues and profits. These statements involve risks and uncertainties. The ability of InBev to
achieve these benefits, objectives and targets is dependent on many factors which are outside of
management’s control. In some cases, words such as “believe”, “intend”, “expect”, “anticipate”,
“plan”, “target”, “will” and similar expressions to identify forward-looking statements are used.
All statements other than statements of historical facts are forward-looking statements. You should
not place undue reliance on these forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect InBev’s current expectations and
assumptions as to future events and circumstances that may not prove accurate. The actual results
could differ materially from those anticipated in the forward-looking statements for many reasons,
including whether the transaction receives the support of Anheuser-Busch. InBev cannot assure you
that the future results, level of activity, performance or achievements of InBev will meet the
expectations reflected in the forward-looking statements.
# # #
IMPORTANT INFORMATION
This communication is not a substitute for any solicitation statement and other related documents
InBev S.A. (“InBev”) would file with the Securities and Exchange Commission (the “SEC”) if an
agreement between InBev and Anheuser-Busch Companies, Inc. (“Anheuser-Busch”) is reached or for any
other documents which InBev may file with the SEC and send to Anheuser-Busch stockholders in
connection with the proposed transaction between InBev and Anheuser-Busch or any consent
solicitation of the stockholders of Anheuser-Busch.
INVESTORS AND SECURITY HOLDERS OF ANHEUSER-BUSCH ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH
THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION OR ANY CONSENT SOLICITATION OF THE STOCKHOLDERS OF
ANHEUSER-BUSCH.
Investors and security holders will be able to obtain free copies of any documents filed with the
SEC by InBev through the web site maintained by the SEC at www.sec.gov. Free copies of any such
documents can also be obtained by directing a request to InBev’s proxy and/or consent solicitor,
Innisfree M&A Incorporated at +1 (877)-750-9501.
InBev and certain of its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies and/or consents in respect of the proposed transaction
or any consent solicitation of the stockholders of Anheuser-Busch. Information regarding InBev’s
directors and executive officers is available in its Annual Report for the year ended December 31,
2007, available at www.InBev.com/annualreport2007. Other information regarding the participants in
a proxy and/or consent solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in any proxy and/or consent solicitation
statement to be filed by InBev with the SEC.