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LAST CALL FOR BUD DIRECTOR

By ZACHERY KOUWE

June 21, 2008

The resignation of Grupo Modelo chief Carlos Fernandez from the Anheuser-Busch board yesterday signaled to some investors that the Mexican beer company could help push America's biggest brewer into the hands of suitor InBev NV.

Fernandez stepped down "to avoid the appearance of any conflict" after attorneys for both Anheuser and InBev agreed that any negotiations among the three companies could be compromised if he stayed on.

Fernandez joined Anheuser's board after the "King of Beers" bought a 50 percent stake in Modelo.

Analysts have speculated that Anheuser boss August Busch IV wants to buy the rest of Modelo in order to thwart a takeover by InBev by making the deal more expensive.

But sources familiar with the situation said Fernandez is unlikely to sell the company. More likely, sources said, is that InBev is discussing a deal with Modelo that would result in it buying back Anheuser's stake in conjunction with InBev's successful takeover.

That could give the combined InBev-Anheuser as much as $10 billion in cash to help pay down debt used to fund the takeover.

A deal between InBev and Modelo could also allow InBev to increase its offer for Anheuser, sources said.

Last week, InBev, which brews Stella Artois, Labatt Blue and Beck's, unleashed an unsolicited offer to buy Anheuser for $65 a share, or $46.4 billion. After meeting yesterday, the Anheuser-Busch board said it did not have a response to InBev's offer.

Meanwhile, yesterday, Adolphus A. Busch IV, an uncle of CEO August Busch IV, said the board has a duty to begin negotiations with InBev to bring about a deal and benefit shareholders.

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