updated 6/15/2008 6:38:46 PM ET 2008-06-15T22:38:46

Belgian brewer InBev on Sunday warned Anheuser-Busch Cos. Inc. against doing a reported deal with Mexico's Grupo Modelo SAB, saying it could endanger the premium price it's willing to pay for the King of Beers.

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In a letter to Chief Executive Officer August Busch IV, InBev's Chief Executive, Carlos Brito, said that his company's proposed $46 billion offer for the nation's largest brewer was based on Anheuser-Busch's current assets, business and capital structure.

The $65 per-share price being offered is a rich premium from the company's stock price of $58.35 Wednesday before the offer was made public. Anheuser-Busch's shares ended trading Friday at $61.12.

The Wall Street Journal reported last week that Anheuser-Busch has begun negotiations for a potential merger with Grupo Modelo.

"It is our strong belief that no alternative transaction that you could effectuate would create more value for your shareholders than the $65 per share in cash that we are offering," Brito wrote. "We are convinced that your shareholders would reach the same conclusion."

Anheuser-Busch already owns a roughly 50 percent non-controlling stake in Modelo. If the companies merge, the combined company could be too big for InBev to purchase.

Brito wrote that while his company welcomes future opportunities to work with Modelo, Anheuser-Busch officials should "first fully explore our offer and the potential adverse consequences any such transaction could have on the ability of your shareholders to receive our premium offer."

A spokesman for Anheuser-Busch couldn't be immediately reached for comment.

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