InBev will, of course, go forward with A-B’s own “Blue Ocean” plan to layoff workers with “planned buyouts of up to 1,300 salaried employees” and also the “‘elimination of corporate overlapping functions’ which will likely lead to some job losses at A-B’s corporate headquarters in St. Louis.” A-B employees have even set up their own website, Budwatch, to track the issues that will effect their employment, retirement and pension benefits.
One sticky remaining issue to be resolved is the fate of Mexico’s Grupo Modelo, in which A-B owns a 50% non-voting stake in the company. Modelo is reserving its right under its contract for now, including it’s very important “consent right.” So far, Grupo Modelo has said only the following”
“Our agreement with Anheuser-Busch was carefully constructed to ensure we have a definitive say in who our partner is. We are confident that our agreement, which is governed by Mexican law, gives us the right to decide whether or not to consent to the potential acquisition of Anheuser-Busch by InBev. We have a great deal of respect for InBev and look forward to continuing our discussions with them and hope to find a resolution that meets the needs of both companies and their stakeholders.”
While Grupo Modelo has an uneasy alliance with A-B, I can’t see InBev being much better of a partner and it’s clear that Modelo wants at least to be able to control its own destiny, so its hard to see what they might do at this point.
Last last night, August Busch sent out an e-mail to all Budweiser beer distributors, and several people were gracious enough to forward me copies of the e-mail. Here’s an excerpt:
Our business is made up of people who are very proud of what we’ve built together over 150 years, and the name “Anheuser‑Busch” stands for something important to all of us. Now, we have a groundbreaking agreement that honors that hard work and tradition as it takes us in new directions.
Anheuser-Busch has agreed to combine with InBev to become a new, strong and global company — Anheuser-Busch InBev. The directors thoroughly examined all possible alternatives and ultimately accepted this agreement, which provides additional and certain $70 per share immediate cash to investors. The agreement also combines two companies with a good strategic and geographic fit to form a business able to provide employees, wholesalers and other stakeholders with excellent opportunities for future growth. We have just issued a press release moments ago announcing this, see copy below.
I have a great sense of energy and excitement for the bright prospects of this new company. This will be a truly global brewer with a substantial business base in countries around the world. The global branding this new business can provide for Budweiser will strengthen the business and the brand in all locations.
Our business is based on great brands and great people, and that will not change with this new company. It will be up to us to maintain the loyalty of the consumers, retailers, wholesalers and suppliers we have worked to please over the years. We have attained great momentum with our brands. I know you are a team of professionals who will never let up against competition and will continue to deliver strong sales for the new company, just as you had for Anheuser-Busch.
The new business is best equipped to compete in a global industry. In considering this agreement, the board determined that $70 per share offered our shareholders full and fair value. But I’m pleased we also found a combination that could best protect the Anheuser-Busch business and the many people it touches — our employees, our wholesalers, our communities. To ensure a seamless transition and to reflect our ongoing partnership, InBev has agreed that, the Board of Directors of the combined company will be comprised of the existing directors of the InBev Board, myself, and one other current or former director from the Anheuser-Busch Board.
Let me emphasize that this is a friendly business agreement. I have come to know Carlos Brito over the past several years through our business agreement in the United States and in our previous exploration of joint business opportunities. He is a strong leader with high aspirations for how far we can take our business together. I respect him and he has my firm backing on these plans and in the operation of the future company.
Anheuser-Busch helped build a healthy three-tier wholesaler system in the United States by appointing independent business people, ushering in perpetual ownership, exclusive territories and quality standards that successfully drove long-term growth and value for all parties. The new Anheuser-Busch InBev shares those same core beliefs that wholesaler profitability and growth are critical to the new company’s success.
In addition, an “official” joint press release was issued, too, titled:
InBev and Anheuser-Busch Agree to Combine,
Creating the Global Leader in Beer with Budweiser as its Flagship Brand
With bullet points for the main parts of the contemplated transaction.
- Combination Will Create One of the World’s Five Largest Consumer Products Companies
- Company to be Named Anheuser-Busch InBev;
- Budweiser to Expand Globally
- Transaction Will Yield Cost Synergies of at Least $1.5 Billion Annually by 2011; Neutral to EPS in 2009 and Accretive Beginning in 2010
- St. Louis, Missouri will be North American Headquarters and Global Home of Flagship Budweiser Brand
- Fully Committed to Support Wholesalers and Three-Tier System
- All U.S. Breweries to Remain Open; Commitment to Communities of Combined Company Maintained
And here’s a portion of the press release:
InBev and Anheuser-Busch today announced an agreement to combine the two companies, forming the world’s leading global brewer. Anheuser-Busch shareholders will receive $70 per share in cash, for an aggregate equity value of $52 billion, in an industry-transforming transaction. The combined company will be called Anheuser-Busch InBev. Both companies’ Boards of Directors have unanimously approved the transaction. InBev has fully committed financing for the purchase of all of Anheuser-Busch’s outstanding shares.
The combination of Anheuser-Busch and InBev will create the global leader in the beer industry and one of the world’s top five consumer products companies. On a pro-forma basis for 2007, the combined company would have generated global volumes of 460 million hectoliters, revenues of $36.4 billion (€26.6 billion) and EBITDA of $10.7 billion (€7.8 billion). Anheuser-Busch and InBev together believe that this transaction is in the best interests of both companies’ shareholders, consumers, employees, wholesalers, business partners and the communities they serve.
The company will make St. Louis, Missouri the headquarters for the North American region and the global home of the flagship Budweiser brand. With about 40% of the combined company’s revenues to be generated in the U.S., the company will draw on the collective expertise of Anheuser-Busch’s dedicated and experienced employees and its culture of quality. Given the limited geographical overlap between the two businesses and the efficiency of Anheuser-Busch’s brewery footprint in the United States, all of Anheuser-Busch’s U.S. breweries will remain open.
InBev CEO Carlos Brito will be chief executive officer of the combined company. The Board of Directors of the combined company will be comprised of the existing directors of the InBev Board, Anheuser-Busch President and CEO August Busch IV and one other current or former director from the Anheuser-Busch Board. In addition, the combined company’s management team will draw from key members of both InBev’s and Anheuser-Busch’s current leadership. Anheuser-Busch will become a wholly owned subsidiary of InBev upon the completion of this transaction.
The expanded company will be geographically diversified, with leading positions in the world’s top five markets — China, U.S., Russia, Brazil and Germany – and balanced exposure to developed and developing markets. A combination of Anheuser-Busch and InBev will result in significant growth opportunities from leveraging the companies’ combined brand portfolio, including the global flagship Budweiser brand and international market leaders such as Stella Artois and Beck’s, maximizing the combination’s unparalleled global distribution network and applying best practices across the new organization. Budweiser and Bud Light are the largest selling beers in the world, and the combined company will have an unmatched portfolio of imports, local premiums and local core brands.
Carlos Brito, CEO of InBev, said, “We are very pleased to announce this historic transaction today, bringing together two great companies that share a rich history of brewing traditions. We are extremely excited about the opportunities that this combination will create for consumers worldwide, as well as our shareholders, employees, business partners and wholesalers. Together, Anheuser-Busch and InBev will be able to accomplish much more than each can on its own. We have been successful business partners for quite some time, and this is the natural next step for us in an increasingly competitive global environment. This combination will create a stronger, more competitive global company with an unrivaled worldwide brand portfolio and distribution network, with great potential for growth all over the world.”
August Busch IV, Anheuser-Busch President and CEO, stated, “Today’s announcement brings new opportunities for Anheuser-Busch and its business, brands and employees. This agreement provides additional and certain value for Anheuser-Busch shareholders, while enhancing global market access for Budweiser, one of America’s true iconic brands. We will leverage our collective strengths to create a truly diversified, global company to sustain long-term growth and profitability. In the United States and Canada, both InBev and Anheuser-Busch have seen significant benefits from our existing relationship and we look forward to replicating this success in other parts of the world.”
Budweiser, together with Stella Artois and Beck’s, will become the combined company’s leading global brands, leveraging InBev’s expansive international footprint. InBev has a history of successfully building brands around the world, which will complement the unparalleled strength of Anheuser-Busch’s brand-building in the U.S. The two companies already have a successful U.S. distribution partnership for InBev’s European premium import brands including Stella Artois, Beck’s and Bass. Anheuser-Busch’s world-class sales and distribution system will continue to support the expansion of these brands in the U.S. market.
Anheuser-Busch’s partners fit very well with InBev’s global franchise. Anheuser-Busch has equity investments in two companies with strong brands in two key markets: Mexico’s Grupo Modelo, which owns Corona Extra, the number five brand globally; and China’s Tsingtao, the leading Chinese premium brewer. In addition, Budweiser is a strong and growing national brand in China, and the two companies’ footprints in China are complementary. InBev’s China business in southeastern China will be enhanced by Anheuser-Busch’s strength in northeastern China.
The transaction creates significant profitability potential both in terms of revenue enhancement and cost savings. The combination will yield cost synergies of at least $1.5 billion annually by 2011 phased in equally over three years. Given the highly complementary footprint of the two businesses, such synergies will largely be driven by sharing best practices, economies of scale and rationalization of overlapping corporate functions. InBev has a strong track record of delivering synergies in past transactions and is confident in its ability to achieve these synergies.
In addition, there are meaningful revenue opportunities through expansion of Budweiser on a global scale: InBev is the number one brewer in 10 markets where Budweiser has a very limited presence, and has a superior footprint in nine markets where Budweiser is already present.
The transaction is expected to be neutral to normalized earnings per-share in 2009 and accretive beginning in 2010, and return on invested capital will exceed weighted average cost of capital during the second year after close.
The transaction is subject to the approval of InBev and Anheuser-Busch shareholders, and other customary regulatory approvals. Shareholders of both companies will have an opportunity to vote on the proposed combination at special shareholder meetings that will be scheduled at a later date. InBev’s controlling shareholder has agreed to vote its shares of InBev in favor of the combination. In light of the limited overlap between the InBev and Anheuser-Busch businesses, the combination should not encounter any significant regulatory issues, and is expected to be completed by the end of 2008.