Cates leads shareholder suit against Anheuser-Busch

Ann Knef Jun. 18, 2008, 11:10am

More Anheuser-Busch shareholders are in court complaining of stock that's as "flat as two-year-old beer."

New Jersey Carpenters Annuity and Pension Funds claims A-B's board of directors are putting personal interests ahead of shareholder interests by failing to consider a proposed acquisition by the world's second largest brewer InBev for $65 per share. The deal is reportedly worth $46.3 billion.

Led by Swansea plaintiff's attorney Judy Cates, a breach of fiduciary duty class action suit filed in St. Louis Circuit Court June 16 seeks to prohibit defendants, including August A. Busch, III and August A. Bush IV, from "adopting, implementing or instituting any defensive measures that has (sic) or is intended to have the effect of making the consummation of an offer to purchase the Company more difficult or costly for a potential acquirer," the complaint states.

Cates had been a candidate for the Fifth District Appellate Court, having lost in the Democratic primary to Justice James Wexstten in February.

Plaintiffs allege that InBev's proposed buyout, announced June 11, represents a 35 percent premium compared to the price at which A-B's stock traded at near the end of April, as the stock price was driven up by rumors of InBev's renewed interest in A-B.

Plaintiffs, who are also represented by the Goldenberg firm of Edwardsville, Milberg LLP of New York, Gardy & Notis of Englewood Cliffs, N.J., Kroll Heineman of Iseline, N.J., claim the company's stock price has "stagnated in recent years and has significantly underperformed its peers."

"The premium offered by InBev's opening bid represents a considerable premium to shareholders," the complaint states.

The proposed class claims that Busch family members, "who effectively control the company (notwithstanding their small equity stake in the company) have refused to meet with InBev to discuss a possible business combination without any valid justification and have discouraged any public bid for Anheuser-Busch by warning that no outside company will acquire Anheuser-Busch while they remain on the Company's board of directors."

The complaint quotes a Morningstar financial analyst who opined after the buyout announcement that it would be "hard to convince shareholders it can create $65 per share of value on its own…From a shareholder's point of view, Anheuser-Busch has had plenty of time to improve performance and lift the stock price, and management hasn't delivered."

It also quotes St. Louis analyst Juli Niemann as stating, "Nobody has seen $65 (a share) ever. The stock has been as flat as two-year-old beer."

Many public officials in Missouri are opposed to the buyout citing potential job losses and community culture shock.

U.S. Sen. Christopher Bond issued a statement saying, "My Missouri constituents say, 'This Bud's not for you.'"

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