To frustrate its Belgian rival InBev's efforts to go hostile with a $46-billion merger offer, US brewer Anheuser-Busch is suing InBev, seeking to stop it from trying to oust Anheuser's entire board and replace it with one that would facilitate the transactionn.

 The US firm said InBev's consent solicitation to replace Anheuser-Busch's directors  was under review in a lawsuit between Anheuser-Busch and InBev in the Delaware courts. "It is unclear whether InBev will be able to affect its proposed consent solicitation unless this suit is resolved," it saied.

The US beermaker charged the European brewer's attempt to go hostile as an attempt at "consent solicitation to gain the company for an under-valued price".

"InBev's announced attempt to seek to replace Anheuser-Busch's existing board of 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 and not in the best interest of shareholders'" it said in a statement.

It said, "The Anheuser-Busch board determined that InBev's proposal attempted to transfer the company's value from Anheuser-Busch's shareholders to InBev's shareholders."
 
Anheuser-Busch shareholders should ask themselves whether the directors selected by InBev would negotiate the best transaction for Anheuser-Busch shareholders, the company said.

On the other had, it said the Anheuser-Busch board of directors was highly independent, composed of individuals with a long and recognised history of creating shareholder value and have a broad range of experience and achievements.  "It is comprised of some of America's top business leaders who have run such companies as AT&T, JP Morgan, Baxter Pharmaceuticals, Ikon Office Solutions, Enterprise Rent-A-Car, and non-profits like Girls Inc., among others" and also includes accomplished professionals from outside of traditional business. 

Anheuser-Busch said though the offer, made on 11 June, had undervalued the company, it added that it was open to considering any proposals that would provide full value to its shareholders, which it had communicated to InBev.

"InBev has made no attempt to provide such an offer, nor has it provided details of its self-proclaimed financing, including the conditions to its financing." It added that  InBev's non-binding proposal was not a firm offer and could even be lowered.

"Its proposal is merely an invitation to negotiate. Anheuser-Busch believes its present board of directors is in a better position to create the best value for its shareholders than a slate proposed by InBev and the election of which is being paid for by InBev."

It also said that InBev, through a subsidiary, has a significant partnership with the government of Cuba to produce and distribute products in Cuba. "InBev has not commented on how that would impact business with Anheuser-Busch's customers, nor on its ability to complete an acquisition under US laws that affect acquisitions of US companies by foreign companies."

Anheuser-Busch urged its shareholders to take no action and not sign or return any consent they may receive in the future from InBev.  "The company will file a consent revocation statement with the Securities and Exchange Commission in the coming days that will contain additional specific information," it said. 

The Anheuser-Busch board is focused on creating value for shareholders, a course that has already resulted in a plan that it believes will produce value superior to InBev's non-binding proposal.