InBev Gets Hostile

LONDON

Belgian brewer InBev is not only sticking with its all-cash, $46.0 billion takeover bid for Budweiser-brewer Anheuser-Busch, it's going hostile.

The Leuven, Belgium-based brewer said Monday that it would seek to replace Anheuser's board of directors and move ahead with its offer plans, a move seen by market analysts as a way of pushing its counterpart to finally engage in talks.

Shares in InBev, the world's second-largest brewer by volume, closed up 0.9% after having fallen as low as 0.8% in Brussels, while Anheuser-Busch (nyse: BUD - news - people ) rose 0.2%, or 13 cents, to $61.81, in trading in New York.

InBev would file a "preliminary consent solicitation statement" with the U.S. Securities and Exchange Commission, and would remove all members of Anheuser's board of directors in order to give its shareholders a "direct voice" in the proposed bid, the firm said in a press release.

"The purpose of the consent solicitation is to ensure that Anheuser shareholders have a voice in this process and a say in the strategic direction of their company," Marianne Amssoms, a spokeswoman for InBev, told Forbes.com.

But Paul Hoffman, an analyst with Cheuvreux, told Forbes.com the move was aimed at pushing Anheuser into formal talks. "We are increasingly hearing a tougher tone from InBev."

"InBev's move is just pressure. We know the first bid is not the final offer and this could go as high as $70 to $75 a share, as opposed to the actual $65-a-share offer," Hoffman said. "Inbev will still try to engage in friendly dialog with Anheuser."

Jan Meijer, an analyst with Theodoor Gilissen, told Forbes.com “this all sounds very hostile but Inbev would prefer to enter into a dialog with Anheuser Busch. They will take more time and in the end probably end up paying more."

InBev also announced its own proposed board, which includes Adolphus A. Busch IV, uncle of the company's chief executive, August A. Busch IV and half-brother of August Busch III, the former chief executive and a director on Anheuser-Busch's board. Adolphus has expressed his backing of InBev, highlighting differences among the family.

"There are obviously conflicting opinions inside the Busch family. While the chief executive sees it a priority for the (American) company to remain independent or perhaps get a higher price, Adolphus is backing InBev," Hoffman said.

Last week, InBev told Forbes.com that it was sticking to its "full and fair" bid, despite growing speculation that it might raise its offer after Anheuser snubbed its first, unsolicited bid. (See "For All You Do, This Bid's For You.")

On June 11, InBev, which brews Stella Artois,, Beck's and Brahma, proposed purchasing the Budweiser brewer for $65 a share, an 18.0% premium over Anheuser's highest-ever share price.

Meanwhile, Anheuser-Busch has set out a plan to cut $1.0 billion in costs and improve earnings in an effort to persuade investors that InBev's overture was too low and that it could go it alone.