Anheuser-Busch hauls InBev to court; Icahn, Ballmer plot Yahoo! sale; Maguire mines a sale

By Aaron Hochman-Zimmerman

New York, July 8 - A rally day on Wall Street was capped by Anheuser-Busch Cos. Inc.'s filing a lawsuit against InBev NV in a move to cut down the Belgian brewer's proxy fight.

Meanwhile, Yahoo! Inc. intriguer/investor Carl Icahn may have struck a deal with Microsoft Corp.'s chief executive officer Steve Ballmer to sell at least Yahoo!'s search business as long as Icahn's new board takes the reins at Yahoo!, reports said.

In real estate, Maguire Properties Inc. arranged for the sale of one of its major holdings after failed attempts to sell the entire firm, while American Land Lease Inc. announced it is seeking strategic alternatives.

In the market as a whole, the Dow Jones Industrial Average ended better by 152.25, or 1.36%, at 11,384.21, while the Nasdaq Composite Index added 51.12, or 2.28%, to finish at 2,294.44.

The S&P 500 took on 21.39, or 1.71%, to close at 1,273.70.

Bud comes up swinging

In bar brawl form, Anheuser-Busch made it clear that no one touches its beer unless they are ready to fight.

Anheuser-Busch's bare knuckle defense of the company has itself and InBev headed into a fight in court.

The lawsuit filed in the U.S. District Court of the Eastern District of Missouri held that the deal is "an illegal plan and scheme by InBev, through a course of deceptive conduct, to acquire control of Anheuser-Busch at a bargain price"

The current $65 per share offer was considered too low by Anheuser-Busch's current board which put InBev in the position of raising the bid (which Anheuser-Busch was open to hearing) or taking the bid hostile.

The hostile bid sent Anheuser-Busch's lawyers into action to draw up the suit which relies heavily on the InBev's alleged lack of financing for the deal.

"The proposal was accompanied by numerous false and misleading statements concerning, among other things, InBev's purported acquisition financing and plans InBev had for the company post-acquisition," the suit states.

The suit also notes that InBev's "operations include a significant business in Cuba and has further failed to disclose that."

The Trading with the Enemy Act would prevent InBev's relations with Cuba and would prevent it from making St. Louis its North American headquarters, as it has promised to do.

Investors were unswayed by the news; shares of Anheuser-Busch (NYSE: BUD) added $0.02, or 0.03%, to end at $61.76.

Battlefield negotiations

The enemy of my enemy is Steve Ballmer, Carl Icahn would say, or perhaps the other way around. That makes Jerry Yang and the Yahoo! board the enemy of both given that they are, as of now, the insurmountable hurdle to a Microsoft-Yahoo! deal.

Tuesday, the New York Post reported that Yahoo! shareholder and deal-broker Carl Icahn and Microsoft chief executive officer Steve Ballmer have agreed that Microsoft will buy Yahoo!'s search business for $1 billion, with conditions.

The conditions are that, of course, Carl Icahn must win his proxy bid on Aug. 1 and replace Yahoo!'s chief executive officer Jerry Yang and his board.

"That's what they hope," said an equity analyst, but added: "It's hard to put odds on this actually happening.

"If I was a shareholder, I'd be nervous," he said.

"They [Icahn and Ballmer] haven't either: one, discussed the full details of how this thing is going to work; or two, what they are going to do with the rest of the company," he said providing that only the search business is sold to Microsoft.

If on Aug. 1 a slate of directors is nominated which is only qualified to sell the company and the sale falls through, "I would want a little more assurance before I voted for them," the analyst said.

However, between now and Aug. 1, if no more information comes from the self-proclaimed dealmakers "I guess we're just in a little bit of a holding pattern," he said.

Shares of Yahoo! (Nasdaq: YHOO) tacked on $0.73, 3.05%, to close at $24.64.

Shares of Microsoft (Nasdaq: MSFT) gave up $0.18, or 0.69%, to end the day at $25.85.

Maguire starts small

Maguire Properties has negotiated a sale, but not for the entire company as some shareholders likely would have preferred.

Maguire arranged to sell its Main Plaza property in Orange County, California to Shorenstein Properties LLC for $211 million.

The company has seen its share of failed deals.

Former chairman and chief executive officer, Robert Maguire attempted to buy the company's outstanding shares and was rejected.

Then in June, another potential buyer, Pacific Office Properties, brought a $1 billion offer which was turned down by the board.

That rejection brought on the scorn of hedge fund stakeholders Third Point LLC and JMB Capital Partners and led them to call for new blood on the board of directors.

Tuesday, Smithwood Partners added its name to the shareholders calling for a proxy fight.

Shares of Maguire (NYSE: MPG) slipped by $0.23, or 1.83%, to $12.37.

American Land Lease

American Land Lease announced it will seek strategic alternatives, according to a press release as its shares (NYSE: ANL) were better by $0.30, or 1.57%, to $19.35 on Tuesday.

Still, the real estate investment trust kept its cards close.

"...short term factors, including continued volatility and uncertainty in the broader capital markets, may make certain strategic alternatives unattractive or unfeasible at this time," the release said.

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