June 26 (Bloomberg) -- Anheuser-Busch Cos., the U.S. maker of Budweiser beer, rejected InBev NV's $46.3 billion takeover offer three hours after the Belgian brewer made its bid hostile.

The Anheuser-Busch board unanimously agreed that InBev's $65-a-share offer was ``financially inadequate,'' the St. Louis- based brewer said today in a statement.

InBev said earlier today that it plans to ask shareholders to fire Anheuser-Busch's directors. The Leuven, Belgium-based company offered two weeks ago to take over the U.S. beermaker, and the board's announcement today was its first response to the unsolicited proposal.

``We've entered into hostile territory,'' said Tom Pirko, president of the Bevmark LLC consulting firm in Santa Ynez, California. ``InBev is a very aggressive company. They don't take no for an answer.''

Nina Devlin, an InBev spokeswoman who works for Brunswick Group, declined immediate comment.

The U.S. brewer's rejection of the offer may prompt InBev, which makes Bass, Stella Artois and Beck's beer, to raise its bid while it tries to install its own directors. InBev, the world's biggest brewer by revenue, said in a statement today that it prefers a ``friendly combination'' with Anheuser-Busch.

A purchase at the current price would be the biggest of a consumer company since Procter & Gamble Co. bought Gillette Co. for $57 billion in 2005.

Anheuser-Busch rose 65 cents to $62 at 7:59 p.m. after the close of New York Stock Exchange composite trading. Before the board announcement, it had declined 41 cents to $61.35. InBev fell 1.30 euros, or 2.8 percent, to 45 euros in Brussels, tracking declines in U.S. and European stock markets.

Not for Sale

Before InBev's June 11 proposal, Anheuser-Busch Chief Executive Officer August A. Busch IV told the Belgian brewer that his company wasn't for sale and that ``he and his board are 'committed' to remain independent,''' InBev said today in a filing in a Wilmington, Delaware, court.

While Busch, the fifth generation of his family to run the company, told distributors in April that the company wouldn't be sold while he was in charge, the family doesn't own enough shares to sway a shareholder vote on the board. Directors and executives hold 4.5 percent of the company's shares, according to a regulatory filing earlier this year.

InBev sued today to get a ruling that it doesn't have to wait until 2009 to remove the five directors that are up for re- election that year. It said the other eight can be removed by written consent of shareholders now without cause. Changes made in Anheuser-Busch's bylaws in 2006 make it unclear whether the U.S. brewer can block the ouster of all 13 board members.

`Big Missiles'

``This is analogous to starting a war and wheeling out the big missiles,'' said Larry Hamermesh, a professor at Widener University in Wilmington, Delaware, who specializes in corporate law issues.

Anheuser-Busch may announce plans to lower costs and sell off divisions to increase its stock price so it doesn't need to be acquired, the Wall Street Journal reported yesterday.

The brewer left open the possibility that it would entertain a higher bid from InBev or another suitor.

``The board is open to consider any proposal that would provide full and certain value to Anheuser-Busch shareholders,'' the company said in the statement.

InBev wrote to Anheuser-Busch for a third time yesterday to request takeover talks, and said it paid lenders $50 million to get financing commitments for its offer. The brewer told August Busch IV that the fees have been paid to banks backing the bid.

Adding Advisers

The Belgian company hired Lazard Ltd., JPMorgan Chase & Co. and Deutsche Bank AG as financial advisers.

InBev's lenders for the proposed bid are Banco Santander SA, Deutsche Bank, Barclays Capital, JPMorgan, Royal Bank of Scotland Group Plc, BNP Paribas SA, Fortis, ING Groep NV, Bank of Tokyo-Mitsubishi UFJ and Mizuho Corporate Bank Ltd.

Anheuser-Busch said its advisers are Goldman, Sachs & Co., Citigroup Global Capital Markets Inc. and Moelis & Co.

InBev, which traces its roots to 1366, took its current form in 2004 when Leuven-based Interbrew SA bought Sao Paulo- based Cia. de Bebidas das Americas, or AmBev, in an $11 billion transaction.

Brito, a Brazilian executive, replaced Interbrew's American CEO in less than two years. He had been groomed by Jorge Paulo Lemann and two other Brazilian bankers who had built AmBev from a brewer they acquired in 1989. Brito has built InBev's earnings before interest, taxes, depreciation and amortization to 35 percent of sales from 25 percent at the time of the merger.

The case is: InBev NV/SA v. Anheuser-Busch Companies Inc., CA3857, Delaware Chancery Court (Wilmington.)

To contact the reporter on this story: Duane D. Stanford in Atlanta at dstanford2@bloomberg.net

Last Updated: June 26, 2008 20:30 EDT