July 7 (Bloomberg) -- InBev NV will ask Anheuser-Busch Cos. shareholders to oust the U.S. brewer's board after the directors rejected InBev's $46.3 billion hostile takeover offer because it was too low.

InBev is seeking to use a process outlined in Anheuser- Busch's bylaws that allows shareholders to vote on a new board without a meeting, the Leuven, Belgium-based brewer said today in a U.S. regulatory filing. Anheuser-Busch called InBev's maneuver ``self-serving'' and said it will ask shareholders to ignore it.

Anheuser-Busch, the maker of the 132-year-old Budweiser beer, rejected InBev's offer of $65 a share on June 26, saying it undervalued the company. The Belgian brewer wants to replace Chief Executive Officer August A. Busch IV and other directors with a board that includes Adolphus A. Busch IV, the CEO's uncle and great-grandson of Anheuser-Busch's founder, who has urged acceptance of the bid.

``It's getting less likely that InBev will increase its offer,'' Wim Hoste, an analyst at KBC Securities in Brussels with an ``accumulate'' rating on the Belgian company, said by telephone. ``This is a way of keeping up pressure. The board of Anheuser-Busch in its current form will start to talk to InBev in a more friendly way, or a renewed board could be more positive.''

The directors may be replaced with the permission of holders representing more than half the shares outstanding, InBev said. The brewer will wait for the Securities and Exchange Commission to review its proposal before asking shareholders to vote, said InBev outside spokeswoman Nina Devlin of Brunswick Group LLC.

Bid Insufficient

Anheuser-Busch said in a statement today that InBev's offer is still too low and that it told the Belgian brewer that it would be ``open'' to considering a higher bid.

The attempt to replace Anheuser-Busch directors with ``InBev's hand-picked nominees is a self-serving effort by InBev to try to purchase Anheuser-Busch for a price Anheuser-Busch's independent board already has determined to be financially inadequate,'' the brewer said.

Anheuser-Busch said it, too, will mail ballots to shareholders asking them to vote to retain the current directors.

The conflict moved Barack Obama, the Democratic nominee for U.S. president, to speak against the proposed InBev takeover during a campaign appearance in St. Louis.

Obama said it would be a ``shame if Bud is foreign-owned.''

``We should be able to find an American company that is interested in purchasing Anheuser-Busch if in fact Anheuser- Busch feels that it's necessary to sell,'' he said.

Cuba

In its statement, Anheuser-Busch said an InBev subsidiary has a ``significant partnership'' with Cuba's government to make and distribute products in the Caribbean country. Anheuser-Busch said InBev hasn't said how the arrangement with Cuba would impact the U.S. brewer's customer relationships or ability to get approval for the deal from U.S. regulators.

Devlin said InBev's sales in Cuba amount to less than half of 1 percent of the beer it sells worldwide. The company's business with Cuba does ''not violate U.S., EU or international law,'' Devlin said in an e-mail.

Anheuser-Busch rose 7 cents to $61.74 at 4:15 p.m. in New York Stock Exchange composite trading. InBev rose 28 cents to 41.73 euros in Brussels.

InBev's Nominees

The directors proposed by InBev, the brewer of Beck's lager and Bass ale, also include Henry McKinnell, ex-chairman of drugmaker Pfizer Inc., and former executives of companies from Lockheed Martin Corp. to Nabisco Group Holdings Corp. None is affiliated with InBev, the brewer said.

``InBev's move slows down the pace of the takeover project, which in the end will come down to the question of whether Anheuser-Busch shareholders accept InBev's offer,'' KBC's Hoste wrote in a research report today.

Anheuser-Busch has said it will cut as much as $1 billion in annual costs and buy back more stock to boost its share price in a plan to remain independent.

``It is time to take action to ensure Anheuser-Busch shareholders are provided the opportunity to have a direct voice,'' InBev said in a separate statement. The target's plan does little to address its ``fundamental competitive challenges,'' the Belgian brewer said.

Changes made in Anheuser-Busch's bylaws in 2006 make it unclear whether shareholders have to wait until 2009 to remove five directors that are up for re-election that year, InBev has said. The other eight can be removed now without cause, the Belgian brewer has said.

Court Fight

InBev asked a Delaware court on June 26 to rule that Anheuser-Busch investors can remove the entire 13-member board. Anheuser-Busch CEO August Busch has said the company will challenge the firings of any of its board members without cause.

Busch is the fifth generation of his family to run the brewer. Directors and executives hold 4.5 percent of the company's shares, not enough to block a sale, Anheuser-Busch said in a regulatory filing earlier this year.

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.

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

Last Updated: July 7, 2008 20:28 EDT