InBev seeks new Bud board in takeover battle

By Philip Blenkinsop and David Lawsky

BRUSSELS (Reuters) - InBev NV INTB.BR increased pressure on reluctant takeover target Anheuser-Busch Cos Inc BUD.N on Monday with a plan to replace the U.S. rival's board of directors, which had rejected its $46.3 billion takeover offer.

Belgium-based InBev filed a preliminary proposal with the U.S. Securities and Exchange Commission that would lead to Anheuser shareholders voting on the board's future.

"InBev is increasing the pressure with this move," said Kris Kippers, analyst at Petercam. "It has also referred to the current weak market conditions. I think the chances are less that it will increase its offer."

InBev, the world's second-largest brewer by volume, said it wanted to give shareholders a voice in its proposed $65 per share takeover of the Budweiser and Michelob brewer in the face of the Anheuser board's unwillingness to talk.

Anheuser said it had told InBev it would be open to considering "any proposal that would provide full and certain value" for its shareholders. Anheuser said InBev has not made a firm offer or provided details of its financing package.

"InBev's non-binding proposal is not a firm offer and could even be lowered. Its proposal is merely an invitation to negotiate," Anheuser said in a statement.

InBev, brewer of Stella Artois, Beck's and Brahma, said it would ask Anheuser's board to set a "record date." InBev's bid to replace the board would succeed if a majority of holders of shares on that date later voted in favor of its plan.

The Belgian company also announced its own proposed board, including Adolphus Busch IV, an uncle of the current chief executive of Anheuser, and current and former executives of major corporations.

Anheuser said it believes its current board "is in a better position to create the best value for its shareholders than a slate proposed by InBev."

The issue of whether InBev has the ability to challenge the Anheuser directors in the proposed consent solicitation is under review in a legal battle between the two companies in the Delaware courts, Anheuser said.

InBev's move to replace the Anheuser board appeared to push InBev's takeover battle at least into the September/October period, analysts said.

"We believe InBev's move slows down a bit the pace of the takeover project," said Wim Hoste, analyst at KBC Securities.

ALTERNATIVE "INDEPENDENT" BOARD

Analysts agreed that InBev had at least sounded out the alternative "independent" board members it was proposing to ensure that they would be supportive of InBev's takeover bid.

But Dresdner Kleinwort's Andrew Holland said he did not believe they would necessarily accept the $65 per share offer.