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 ý
Check the appropriate box:
| o | Preliminary Consent Statement |
|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| o | Definitive Consent Statement |
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| o | Definitive Additional Materials |
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| ý | Soliciting Material Pursuant to Section 240.14a-12 |
ANHEUSER-BUSCH COMPANIES, INC. |
(Name of Registrant as Specified in Its Charter) |
INBEV S.A. |
(Name of Person(s) Filing Consent Statement, if Other Than the Registrant) |
| Payment of Filing Fee (Check the appropriate box): | ||||||
| ý | 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 June 26, 2008 InBev S.A. issued the following press release:
InBev
Is Committed To Bring About Proposed
Combination
with Anheuser-Busch
| • | Fully committed financing for offer of $65 per share | ||
| • | Strong preference to achieve a friendly combination | ||
| • | Filing for declaratory ruling in Delaware |
InBev (Euronext: INB) said today that it remains committed to its proposed combination with
Anheuser-Busch, Inc. (NYSE: BUD) and its offer of $65 per-share in cash for all of the outstanding
common shares of the company, representing an immediate premium of 35% over the unaffected price of
the shares.
InBev’s strong preference is to enter into a constructive dialogue with Anheuser-Busch to achieve a
friendly combination that comprehensively addresses the interests of all constituents. At the same
time, the Company is also seeking a declaratory ruling in Delaware regarding alternative routes to
progress the combination to ensure that Anheuser-Busch shareholders preserve their voice in the
process.
InBev stated further that it filed suit in Delaware Chancery Court seeking a judgment to confirm
that shareholders acting by written consent may under Delaware law remove without cause all
thirteen of the present Anheuser-Busch directors, including the five elected in 2006. Under the
Charter of Anheuser-Busch and as a matter of Delaware law, it is clear that the eight directors
elected after 2006 are subject to removal without cause through the written consent procedure; the
filing seeks to confirm that, as InBev strongly believes, the directors elected in 2006 are also
now subject to removal through that same mechanism.
Information for Employees, Wholesalers 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” like
Skol®, 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
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Tel: +32-16-27-62-43 | |
Fax: +32-16-50-67-11
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Fax: +32-16-50-62-43 | |
E-mail: marianne.amssoms@inbev.com
|
E-mail: philip.ludwig@inbev.com | |
Steven Lipin/Nina Devlin |
||
Brunswick Group |
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+1-212-333-3810 |
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Rebecca Shelley/Laura Cummings |
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Brunswick Group |
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+44 20 7404 5959 |
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 (212) 750-5833.
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.