ST. LOUIS (CN) – Anheuser-Busch breached its fiduciary duty by refusing to consider buyout offers, including one from InBev, shareholders claim in city court.
Plaintiffs say InBev officials have wanted to discuss a merger with Anheuser-Busch since January 2007, and that such a takeover would offer a significant premium to shareholders, as Anheuser-Busch stocks have underperformed in recent years.
Anheuser-Busch makes Budweiser, Michelob and other brands of beer.
In May this year, InBev attempted to restart discussions with Anheuser-Busch. Reports at the time said InBev was offering about $65 a share, a 38 percent premium.
But lead plaintiff James Mayfield said August A. Busch III and August A. Busch IV oppose any deal and the members of the board are loyal to them. Board members are paid a minimum of $173,000 a year, and one board member got $927,000 in 2007, the complaint states.
Mayfield claims the generous compensation to board members is not on par with the company’s stock performance; it has traded between $45 and $55 a share in the past six years. Mayfield says board members have entrenched themselves at shareholders’ expense, in breach of duty, by refusing to negotiate with InBev in good faith.
Plaintiffs demand monetary damages and an order requiring the board to act in the company’s best interests. They are represented by Richard Hein. Defendants include Anheuser-Busch and 14 board members, including Busch III and Busch IV.