This excerpt taken from the BUD 8-K filed Jul 16, 2008.
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of July 13, 2008, by and among Anheuser-Busch Companies, Inc., a Delaware corporation (the Company), InBev N.V./S.A., a public company organized under the laws of Belgium (Parent), and Pestalozzi Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub, the Company and Merger Sub sometimes being hereinafter collectively referred to as the Constituent Corporations).
WHEREAS, the respective boards of directors of each of Parent, Merger Sub and the Company have approved the merger of Merger Sub with and into the Company (the Merger) upon the terms and subject to the conditions set forth in this Agreement and have approved and declared advisable this Agreement;
WHEREAS, the board of directors of the Company has determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of the Companys stockholders and has resolved to recommend the approval of the Merger to the Companys stockholders;
WHEREAS, the board of directors of Parent has determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of Parent;
WHEREAS, contemporaneously with the execution and delivery of this Agreement, and in order to induce the Company to enter into this Agreement, Parents controlling shareholder Stichting InBev AK (the Stichting), has delivered to the Company, a letter agreement (the Parent Shareholder Commitment) addressed to the board of directors of the Company with respect to certain commitments made by such shareholder in connection with this Agreement and the transactions contemplated by this Agreement; and
WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement;
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: