AB InBev CEO appeals to SAB shareholders for second day

By Philip Blenkinsop and Martinne Geller

BRUSSELS/LONDON (Reuters) - Anheuser-Busch InBev Chief Executive Carlos Brito repeated his appeal to SABMiller shareholders on Thursday, again urging them to push the brewer's board into more serious takeover discussions.

The Brazilian boss of Belgium-based AB InBev expressed frustration at the board of its UK rival, continuing a strategy begun on Wednesday, which one analyst called going "hostile lite", referring to an acquirer putting its terms direct to a target's shareholders.

The stakes are high for both, the world's No. 1 and 2 brewers, whose combination would be the fifth largest merger in corporate history, according to Thomson Reuters data.

AB InBev said it was surprised the SABMiller board said its takeover offer of 42.15 pounds per share, made public on Wednesday, "still very substantially undervalues" SABMiller.

It noted the price is a 44 percent premium to SAB's share price on Sept. 14, the last day before renewed speculation of its approach. The premium, and the fact that SAB's largest shareholder, tobacco group Altria, supports the offer, show SAB's stance "lacks credibility", it said.

"How long will it be before shareholders see a value of over 42 pounds in the absence of an offer from AB InBev?" Brito said in a statement on Thursday.

"If shareholders agree that we should be in proper discussions, they should voice their views and should not allow the board of SABMiller to frustrate this process and let this opportunity slip away."

An SAB spokesman said the company noted AB InBev's announcement, which it said "contains nothing new."

FORMAL BID

AB InBev has until Oct. 14 to make a formal bid, unless SAB agrees to continue talks and applies for an extension. The deadline and lack of board engagement were the reasons Brito gave on Wednesday for going public with his third offer.

The appeal to SAB's minority shareholders "could be interpreted as a 'hostile lite' approach," said Berenberg analyst Javier Gonzalez Lastra.

"If AB InBev does indeed have the support of both Altria and BevCo ... it would appear natural that there is some probability that AB InBev eventually goes hostile," Lastra said. Altria and the BevCo company of Colombia's Santo Domingo family together own almost 41 percent of the company.

Brito on Wednesday said it was premature to talk about a hostile bid.

While AB InBev's cash offer of 42.15 per share would give SAB a market value of 68 billion pounds, the company would only really pay 65 billion pounds because of an alternative discounted offer of cash and shares, designed for Altria and BevCo.

Altria, with a 26.6 percent stake, has endorsed the proposal, but the Santo Domingos have not.

AB InBev also said SABMiller's board had referred to significant regulatory hurdles in the United States and Canada on which AB InBev had "not yet provided comfort". AB InBev said it had done significant work to find solutions and had repeatedly offered to share this analysis with SABMiller.

"Each time the board of SABMiller has refused to engage," the brewer said.

(Editing by David Holmes)