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Anheuser-Busch Agrees to Be Sold to InBev

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By MICHAEL J. de la MERCED
Published: July 14, 2008

Anheuser-Busch agreed on Sunday night to sell itself to the Belgian brewer InBev for about $52 billion, people briefed on the matter said, putting control of the nation’s largest beer maker and a fixture of American culture into a European rival’s hands.

The all-cash deal, for $70 a share, would create the world’s largest brewer, uniting the maker of Budweiser and Michelob with the producer of Stella Artois, Bass and Brahma. Together, the two companies would have sales of more than $36 billion a year, surpassing the current No. 1 brewer, SABMiller of London.

The combined company is expected to be named Anheuser-Busch InBev, fulfilling a promise by the Belgian company to include the Anheuser name in the new brewer’s title, people briefed on the matter said. Anheuser will be given two seats on the board, including one for August A. Busch IV, the company’s chief executive and a scion of its controlling family.

For millions, Budweiser is synonymous with American beer. Because of Anheuser’s huge advertising budget and strong distribution network, few brands are as omnipresent in daily life as Budweiser and its more popular sibling, Bud Light.

Several American beer giants have already been taken over by larger overseas rivals in the last decade. The Miller Brewing Company was sold to South African Breweries in 1999, and the Adolph Coors Company was bought by Molson of Canada in 2005. (Last year, Molson Coors agreed to merge its United States operations with those of SABMiller.)

Anheuser’s concession caps a wave of consolidation within the beer industry. InBev and SABMiller, themselves the products of mergers this decade, have led efforts to gain distribution channels across the globe. The rising cost of beer ingredients like grain has also driven companies to seek greater scale and purchasing power.

The deal marks a sharp reversal for Anheuser, based since it was founded in St. Louis. When InBev announced its initial $46.3 billion offer last month, Anheuser mounted a fierce defense. It drew upon its heritage and its history as a major benefactor of its hometown, and argued that it could increase its profits alone.

Many politicians, including Matthew R. Blunt, the Republican governor of Missouri, and Senator Barack Obama of Illinois, the presumptive Democratic presidential nominee, expressed support for keeping Anheuser independent.

Senator John McCain, the presumptive Republican nominee, has major ties to Anheuser. His wife, Cindy, is the chairwoman of Hensley & Company, a large Anheuser distributor, and holds a significant amount of Anheuser stock.

The battle grew nasty early on, as both Anheuser and InBev resorted to lawsuits as bludgeons. Last week, InBev began a campaign to oust Anheuser’s board, while Anheuser accused its suitor of lying about its financial commitments and criticized its beer business in Cuba.

But Mr. Busch, the company’s chief executive whose family has controlled Anheuser for more than a century, was facing pressure to consider a deal. Anheuser’s stock had remained mostly stagnant in recent years, but has climbed since InBev made its offer public last month.

Several of Anheuser’s large shareholders, including the billionaire Warren E. Buffett, had indicated that they were leaning toward supporting InBev, people briefed on the matter said. The talks were confidential.

Anheuser approached InBev last Wednesday, seeking the company’s best and final offer, these people said. InBev responded by raising its bid to $70 from $65.

Though InBev professed a desire to make a friendly deal, it showed little hesitation in going hostile. It nominated an uncle of Mr. Busch’s as a member of its proposed slate of directors.

But InBev pledged to keep Budweiser as the new company’s flagship brand and St. Louis as its North American headquarters.

One unresolved matter, however, is Anheuser’s ties to Grupo Modelo, the Mexican brewer of Corona. Through Anheuser’s stake in Modelo, the Mexican company has both a right to approve a change in control and the right of first refusal to buy back Anheuser’s 50 percent holding. Talks may begin soon, a person briefed on the matter said.

Anheuser had once sought to acquire the remaining half of Modelo it did not own, as a means to make itself too expensive for InBev, but those talks faltered.

Since 1860, Anheuser has been controlled by members of the Anheuser or Busch families, which expanded the company from a small Midwestern brewer into a beer juggernaut. On the back of Budweiser, Anheuser steadily pushed aside competitors like Schlitz with a mix of brute force and marketing guile.

One of the company’s hallmarks is its omnipresent advertising. Last year, it spent about $24 million on ads, according to TNS, a market research company, and it is the biggest buyer of Super Bowl ads. Dozens of its commercials, like those featuring Clydesdales, Spuds MacKenzie and the “Wassup” guys, have been ingrained in pop culture.

Yet the domestic beer market has struggled recently as customers drifted toward wine and spirits, craft brews and imports. Though Anheuser holds significant stakes in Modelo and Tsingtao of China, the bulk of its sales come from the United States.

InBev has its own long history, with its predecessor having been founded in 1366. But the modern company sprang from the 2004 union of Interbrew of Belgium and AmBev of Brazil. Though the combined company remains based in Leuven, its chief executive is Carlos Brito, who led AmBev before the merger.

Mr. Brito, an engineer by training, is known for his skills in both deal-making and cost-cutting. Yet analysts have questioned how much he can cut costs at the combined company, because of the limited overlap of Anheuser’s and InBev’s markets.

InBev is taking on about $45 billion in debt to finance the deal. In a sign of confidence that the deal would go through, the company began syndicating those loans to other banks on Friday.

The two companies already share some ties. InBev distributes Budweiser in Canada, and Anheuser imports InBev beers like Bass. In 2006, InBev sold its Rolling Rock brand to Anheuser-Busch for $82 million.