Anheuser-Busch's board called InBev's offer "financially inadequate" after markets closed today, ending two weeks of silence with a unanimous rejection for Carlos Brito's company. The Belgian/Brazilian brewer had already fired the first hostile shot across the bow of Anheuser, announcing this afternoon that they filed suit in Delaware to confirm that Anheuser's entire board of directors can be removed without cause.
While the Journal's David Kesmodel undersells the fireworks to come by referring to the "possible takeover battle" looming, his colleague Heidi Moore is more helpful: "the charm offensive is over and InBev is ready for war." Moore describes Brito as "the diplomatic, silent assassin of deal making," the suave Brazilian counterpart to Steve Ballmer's portrayal of Maxwell Smart (or FEMA). The belligerent language throughout Moore's article is particularly entertaining since instead of being the victim, it's the Belgian company that is pouncing on an unprepared and largely defenseless target.
InBev is aiming for a court ruling allowing it to oust all Anheuser directors. A 2006 amendment to Anheuser's charter declassified its board and gave new directors one-year terms, and the declassification allows shareholders to dismiss them at will courtesy of Delaware law. However, the brewer grandfathered in the existing board members, five of whom are still serving their old three-year terms and won't be up for election until 2009; InBev seeks to preempt any claim that the five are not subject to shareholder dismissal.
Carlos Brito's spurned courtship has become a rough wooing. The complaint bluntly declares that InBev's intent is "to remove all directors of AB without cause" as soon as he gets his own nominees and registers with the SEC. The court filing itself refers to August Busch as "Busch IV" throughout, as if he were the scion of a now-assimilated German dynasty.
-senior Somme correspondent Andrew