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Anheuser Holders Try to Force Consideration of InBev Bid

Some Anheuser-Buschshareholders have filed lawsuits seeking to force the U.S. brewer to fairly consider the $46.3 billion takeover bid from InBev, according to court documents obtained by Reuters Tuesday.

Anheuser-Busch rejected InBev's unsolicited bid on Friday and outlined plans to cut $1 billion in costs and improve earnings in a move to convince investors that InBev's overture was too low.

In a case filed on June 27 in the Court of Chancery of the State of Delaware, the shareholders said Anheuser-Busch's board of directors breached its fiduciary responsibility by failing to properly consider and respond to InBev's offer.

The lawsuit asked the court to prevent Anheuser-Busch "directors from entrenching themselves and causing the company to take unreasonable and disproportionate defensive measures."

The lawsuit, which seeks class-action status, also requests court intervention to prevent Anheuser-Busch from trying to hold negotiations to acquire the half of Mexican brewer Grupo Modelo it does not already own.

Anheuser-Busch, which owns 50.2 percent of Corona-brewer Modelo, has held recent discussions with the Mexican company, sources told Reuters last week. If Anheuser-Busch acquired Grupo Modelo, the combined company would be too large for InBev to acquire, analysts have said.

The lawsuit asks the Delaware court to prevent the Anheuser-Busch directors from trying to thwart the InBev offer through "improper means," including holding talks with Grupo Modelo "in order to put the combined company beyond the practical reach of InBev or any other potential bidder."

The lawsuit, a copy of which was obtained by Reuters, was filed by Peter Brinckerhoff, who was listed as a trustee for shareholders owning 20,220 shares of Anheuser-Busch.

A similar lawsuit seeking class action status was filed on June 25, also in Delaware Chancery Court, by the Government Employees and Judiciary Retirement System Administration of the Commonwealth of Puerto Rico. The pension fund owns 18,525 shares of Anheuser-Busch.

That lawsuit seeks to force the Anheuser-Busch board to fulfill its fiduciary duties by "fairly considering" the InBev offer and to prevent the board's "deployment of entrenchment and defensive measures to prevent the AB stockholders from receiving InBev's offer."

The suit asks the court to direct Anheuser-Busch's board to obtain a transaction which is in the best interest of shareholders, including negotiating fully and in good faith with InBev.

Anheuser-Busch did not immediately respond to a request for comment on the shareholder suits filed against the company and its board of directors.

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