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Anheuser-Busch pushes for lawsuits to be heard in Delaware, not Missouri

Wednesday, July 2, 2008 | 8:01 p.m. CDT; updated 7:51 a.m. CDT, Tuesday, July 22, 2008

ST. LOUIS — Attorneys for Anheuser-Busch Cos. argued Wednesday that two shareholder lawsuits in the brewer’s hometown should be suspended while a Delaware judge considers nearly a dozen similar lawsuits related to the possible takeover by rival brewer InBev.

If the lawsuits are suspended in Missouri, it means Delaware will become the central focus for frustrated shareholders who say Anheuser-Busch’s board of directors is hurting the company’s long-term stock value by not accepting InBev’s offer.

The Belgian brewer’s offer price of $46 billion amounts to $65 a share for Anheuser-Busch stockholders, a premium over the company’s $50 share price before market speculation about InBev’s offer began to drive the price up. Anheuser-Busch has rejected InBev’s offer, laying out a plan to drive up its stock price within a few years by cutting costs and increasing prices.

Shareholders have a right to sue a company’s board of directors if they feel the directors aren’t acting in the interest of all those who own its stock. The suits could put more pressure on Anheuser-Busch’s board. InBev has indicated it will take its offer directly to shareholders, who can overrule the board.

The shareholder lawsuits keep piling up, even as Anheuser-Busch and InBev spar over the purchase offer. Attorney Steve Sanders, representing Anheuser-Busch, said Wednesday morning that nine such lawsuits had been filed in Delaware. But the figure wasn’t accurate for long. A new lawsuit was filed during the lunch hour, bringing the total to 10, he said.

The New Jersey Carpenters Annuity and Pension Funds filed one of the lawsuits in St. Louis. Attorneys representing the Anheuser-Busch shareholders argued during Wednesday’s court hearing that the case should be allowed to proceed, regardless of pending suits in Delaware.

Attorney James Notis, representing the pension fund, said it only makes sense to hear the case in Missouri. Most of the witnesses who would be deposed live in the St. Louis area, including Anheuser-Busch officials who will decide how to handle InBev’s purchase offer. He said employees and local shareholders deserve to attend court hearings in the case.

Anheuser-Busch wants “to litigate in court 800 miles away from where they are,” Notis said.

Sanders said it’s inappropriate to try the shareholder cases in Missouri because Delaware law will decide the case involving corporate governance.

Attorney Ed Welch, who represents Anheuser-Busch, said Delaware judges deal constantly with shareholder lawsuits and are well-versed in the intricacies of Delaware corporate law. Any Missouri judge who would take on such a case would have to do extensive research to make decisions.

St. Louis City Circuit Court Judge Thomas Grady said he will make a ruling on the matter by early next week.

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