InBev sticks to Anheuser offer

By Philip Blenkinsop and Jessica Hall

BRUSSELS/PHILADELPHIA (Reuters) - InBev NV INTB.BR stuck to its original $46.3 billion (23.2 billion pounds) takeover bid for reluctant target Anheuser-Busch Cos Inc BUD.N and said it would give Anheuser's shareholders a voice in the battle if the U.S. brewer refused to open merger discussions.

InBev, the world's second-largest brewer by volume, held to its offer of $65 per share in cash, saying it represented the full and fair value for Anheuser-Busch despite the weak stock markets. InBev reiterated it would pursue all options, but stopped short of launching a hostile takeover bid.

The offer marks an 18 percent premium over Anheuser-Busch's record-high stock price in October 2002 and would put the valuation for Anheuser-Busch within the average price range for other beer-industry deals, and above the company's recent cash-flow trading value.

Anheuser-Busch rejected InBev's offer on Friday and set out a plan to cut $1 billion in costs and improve earnings in a bid to convince investors that InBev's overture was too low.

InBev, the Belgian-based brewer of Stella Artois, Beck's and Brahma, slammed Anheuser-Busch's plan as having significant executional risks without any guarantee of a payoff for shareholders. InBev said its cash offer was more secure.

"In addition to guaranteeing immediate value for Anheuser-Busch shareholders, our proposal is predicated on an established track record of international expansion and consistent growth in profitability," InBev said in a statement.

Shares of St Louis-based Anheuser-Busch, brewer of Budweiser and Michelob, closed on Tuesday at $61.94, down 18 cents, on the New York Stock Exchange.

NO PRESSURE TO RAISE BID