Anheuser-Busch sues InBev over takeover attempt

Bud Light and Budweiser beer is shown in a cooler at the Toluca Mart liquor store in Los Angeles, California June 16, 2008.

NEW YORK (Reuters) - Anheuser-Busch Cos Inc (BUD.N) is suing InBev NV INTB.BR in an attempt to slow its suitor's efforts to replace the U.S. brewer's board of directors, which rejected InBev's $46.3 billion takeover offer.

In the lawsuit, the maker of Budweiser beer cited "an illegal plan and scheme by InBev, through a course of deceptive conduct, to acquire control of Anheuser-Busch at a bargain price."

The lawsuit accused InBev of making "false and misleading statements" regarding financing of its $65-per-share offer for Anheuser and InBev's plans for the combined company, which would be the world's largest brewer, making a quarter of the world's beer.

InBev officials were not available for comment.

Anheuser said in the lawsuit that it was "materially misleading" for InBev to tout its financing as fully committed because any commitments it has received "are certainly rife with conditions," allowing the proposed lenders to walk away.

The suit also questions InBev's claim that it would make Anheuser's hometown of St. Louis the North American headquarters for the combined company, since InBev has a business in Cuba which cannot be managed from the United States.

The lawsuit seeks an injunction to stop InBev from furthering its consent solicitation to replace Anheuser's board until these issues are fixed.

Anheuser filed the lawsuit on Monday in U.S. District Court in the Eastern District of Missouri, where it is based. The case was brought in federal court because it accuses InBev of violating federal securities laws by allegedly not making proper disclosures about its plans.

DELAY AND NEGOTIATE

Anheuser-Busch, the largest U.S. brewer, has spurned InBev's advances, arguing the proposed price undervalues the company, which owns 50 percent of Mexico's Grupo Modelo (GMODELOC.MX) and 27 percent of China's Tsingtao Brewery Co Ltd.

InBev, which has repeatedly said it is committed to a "friendly" deal, raised the pressure on Anheuser on Monday by filing a preliminary proposal with U.S. regulators that would lead to Anheuser shareholders voting on the board's future.

InBev, maker of Stella Artois and Beck's, also proposed its own slate of directors which would likely be more supportive of a takeover.

Anheuser's lawsuit is likely aimed at trying to slow InBev's efforts to unseat the board and use that delay to negotiate a better takeover price, said Dale Oesterle, a law professor at Ohio State University who specializes in mergers and acquisitions.

"The primary motivation here is delay," he said. "You go to the federal judge and ask him to grant you some sort of preliminary restraining order and then you delay the takeover, arguing to the judge that he is going to need some time to sort out the details."

"This is hard bargaining," he said.

Oesterle said takeover targets are rarely successful in blocking buyouts through these types of lawsuits, in part because prospective buyers are usually able to cure the alleged misstatements by issuing new disclosures, if necessary.

He said Anheuser's concerns about InBev's Cuban business could likely be dismissed by InBev through a restructuring so the Cuban operation does not report to the U.S. entity, or by perhaps divesting it.

He said more litigation may follow.

"If this follows script, InBev brings a countersuit, and in the countersuit they claim that Anheuser-Busch is lying about its restructuring plan and making a lot of promises they don't intend to meet," Oesterle said, referring to the $1 billion cost-cutting program Anheuser proposed as an alternative to getting acquired by InBev.

(Additional reporting by Jessica Hall in Philadelphia; Editing by Mark Porter, Gary Hill, Richard Chang)