Brown-Forman's board rejected Sazerac's $32-a-share cash proposal as "not actionable," completing one corporate response without completing a sale process; Reuters reported that the May 1 approach valued the Jack Daniel's maker at about $15 billion. [1]

Family control makes the rejection more consequential but not final, because Wolf Pen Branch, a Brown-family group representing a majority of the company's Class A shares, said the proposal did not fit its vision and any sale would require the Brown family's approval. [1]

Sazerac had sought substantive discussions and said it was prepared to improve its terms if directors engaged, while its proposal offered Class A holders a chance to roll equity into the combined company; Brown-Forman and Pernod Ricard had separately ended merger discussions in April. [1]

The commissioned record therefore contains an arrived proposal and refusals by the board and controlling family, but no revised price, definitive agreement, financing package, regulatory approval, shareholder vote, closing, complete voting map, or final account of jobs, brands, and debt.

The board's answer governs this offer at this time without proving that Sazerac will withdraw, Brown-Forman cannot be sold, another bidder cannot emerge, or improved terms would win family approval; rejection is a completed event, while the transaction remains hypothetical.

-- THEO KAPLAN, San Francisco