Belgian Brewer InBev is out to force Anheuser-Busch to fire its board of directors.
Has this tactic ever worked? No. But it is a good way to draw shareholder attention to the joke that is A-B’s board. Most corporate boards are ridiculous. But when you throw in the feature of a family-run hide-bound publicly traded company like A-B, the board’s make-up draws true belly laughs.
Of 20 board members, nine…NINE…are insiders and virtual insiders. Seven are officers of the company and subsidiary and division companies. And then there is former chairman/CEO August Busch III and former A-B president Patrick Stokes.
InBev has made a $46 billion offer for A-B. A-B management so far has declined to sit down and discuss the offer. InBev said today it would file a preliminary consent solicitation statement with the US Securities and Exchange Commission later Monday asking Anheuser’s board to consult shareholders about the possibility of firing the 13 current board members.
Even the outsiders are hardly outsiders, or likely to exercise much independent thought on InBev’s offer. There is Edward E. Whitacre Jr. who served as Chairman of the Board and Chief Executive Officer of AT&T Inc. He has the resume to be a board member. But the fact that he was asked by the Busches to be in the board indicates that he is very friendly. He is also chairman of the board’s governance…cough…committee. James Robert Jones, a lawyer, has been Chief Executive Officer and Co-Chairman of Manatt Jones Global Strategies LLC, a global marketing firm. Vernon R. Loucks, Jr. was the Chief Executive Officer at Segway L.L.C. from January 2003 to November 2003. Previously, he was the Chairman at Baxter International Inc. from July 1987 to December 1999 and its Chief Executive Officer from May 1980 to December 1998. Vilma S. Martinez, a lawyer, has been an A-B director since…1983. Andrew C. Taylor, Chief Executive Officer of Enterprise Rent-A-Car, is a major vendor to A-B.
Forgive me, but there is a lack of independent heft on this board to sort out a $46 billion takeover.
InBev is suggesting Adolphus Busch IV, the uncle of Anheuser CEO August Busch IV; former Guidant CEO Ronald Dollens; former Nabisco CFO James Healey; ex-Pillsbury CEO John Lilly; ex-Glaxo CEO Ernest Mario; and former Lockheed Martin chief counsel William Vinson. None are linked to InBev, it said, and only Adolphus Busch has a connection to Anheuser. Adolphus has been encouraging his family members to at least sit down and discuss the deal.
This is all designed to gin up some energy among shareholders, especially institutional ones, to demand A-B sit down at the table with InBev. An extensive lobbying effort is going on to get Congress to oppose the deal. No problem getting the Missouri Congressional caucus on board. Senator Claire McKaskill even says she will be out to block the deal outright to protect jobs in her state.
Okay. But on what anti-trust grounds are they going to argue that one? It’s okay for a foreign company to buy Miller Brewing, but not A-B? Lenovo can buy IBM’s Thinkpad business, but the Clydesdales’s are sacred? It was okay for Daimler-Benz to buy Chrysler, but beer is a national treasure? And it’s okay for the French to own Wild Turkey, but Budweiser is sacrosanct?
I have just one rhetorical question for InBev CEO Carlos Brito: Have you actually tasted Bud and Bud Light? And you still want to buy it?
Still, this is the company that has made Stella Artois, a mediocre Bud-like beer from Europe, a premium brand in the U.S. just by unleashing its Euro-centric name on unsuspecting American beer drinkers.
I have a hard time believing that formula is going to work to grow Bud’s share in Europe, South American and Asia. U.S. brands are on the outs in those markets. Maybe China. After all, Buick is a big brand in China.
But is that really the basis of a $46 billion deal? I am not buying that European and South American tastebuds are so stripped that they are going to find cachet in Bud and Bud Light when there are so many other better tasting brews to choose from. The idea could be to serve Bud up to the burgeoning masses of middle-class Chinese. But even in Asia, with every other foreign brew looking for a toe-hold, it’s hard to believe the Clydesdales will be as loved as they are here.