THE biggest brewer in the United States, Anheuser-Busch, made its board easier to replace and abandoned its so-called poison pill earlier this decade, moves that will make it harder to fend off a takeover attempt by InBev.
InBev, based in Belgium, is putting together a bid for the St Louis-based beer maker, the Wall Street Journal and Financial Times' Alphaville blog reported. A deal would combine InBev, the world's largest brewer, with the maker of Budweiser beer.
Anheuser-Busch lowered defenses against a hostile bid when it decided in 2006 to stop putting a third of its directors up for re-election each year, and didn't renew its poison-pill provision two years before that, said Patrick McGurn, a senior counsel at proxy adviser Institutional Shareholder Services.
The brewer has one class of stock, a relatively small family ownership and the ability for shareholders to call special meetings, McGurn said.
"That leaves the determination as to whether to sell a company with shareholders, where it belongs, rather than in the hands of a potentially entrenched management or boardroom team," he said.
Anheuser-Busch dropped the defense three years after investors had tried to remove the provision through a shareholder vote. A poison pill allows stockholders to buy new stock at a discount, and makes a takeover more expensive for the acquirer.
From next year, Anheuser-Busch's directors will stand for reelection each year, making it easier for a suitor to nominate candidates to replace the entire board at one meeting of shareholders.
InBev may approach Anheuser-Busch Chief Executive Officer August Busch IV with a US$46 billion offer, and it may make a subsequent appeal to the company's board, the Financial Times blog said. InBev might go directly to shareholders should management and directors reject the US$65-a-share bid.
Investors can call a special meeting if they have the support of shareholders holding 25 percent of the stock.
Anheuser-Busch rose US$4.03, or 7.7 percent, to a record US$56.61 on Friday in New York, the biggest gain in eight years. The shares declined 1.4 percent in the five years ended April 30, compared with a 51 percent increase in the Standard & Poor's 500 Index and 48 percent gain for the S&P 500 Consumer Staples group.
InBev has risen 164 percent in the same period, helped by sales of Stella Artois, Beck's and Hoegaarden, Bloomberg News said.
It bought control of Brazil's AmBev in 2004 for US$11.2 billion, Bass of the UK for US$3.5 billion in 2000 and Canada's Labatt for US$2.9 billion in 1995.