PHILADELPHIA (Reuters) - Anheuser-Busch Cos Inc plans to reject InBev NV’s unsolicited $46.3 billion takeover offer, saying it undervalues the company, a source familiar with the situation said on Wednesday.

Bud Light and Budweiser beer is shown in a cooler at the Toluca Mart liquor store in Los Angeles, California June 16, 2008. REUTERS/Fred Prouser

Anheuser-Busch, the brewer of Budweiser beer, and InBev, the maker of Stella Artois and Beck’s, could not be immediately reached for comment.

In rebuffing InBev’s offer, Anheuser-Busch plans to map out its own restructuring plan soon that would include the sale of the company’s theme park operations, The Wall Street Journal reported.

The plan also would include layoffs, more than $500 million in cost-cutting efforts and the sale of Anheuser-Busch’s packaging unit, the New York Times added.

“It sounds dead-on. It’s what we were expecting. The interesting thing is what happens next.” said Tom Pirko, president of Bevmark, a Santa Barbara, California-based beverage industry consulting firm.

The timing of Anheuser-Busch’s restructuring announcement was not clear, but the source said the company’s board viewed InBev’s $65-per-share offer as too low. The source declined to be identified by name because the source was not authorized to speak to the media.

Pirko said a rejection from Anheuser sets the stage for InBev to either raise its bid or take its bid directly to shareholders -- options he said InBev is likely to pursue.

Analysts had speculated InBev may have to raise its offer by more than $3 billion, to around $70 a share, to woo its shareholders into a deal to create the world’s largest brewer, making a quarter of the world’s beer.

InBev is prepared to take its bid directly to Anheuser-Busch shareholders through a tender offer, the Wall Street Journal said. InBev has yet to decide whether to pursue such a course, however.

“It would be surprising to think that Brito, with a bone already in his mouth, would take it out,” said Pirko, referring to InBev Chief Executive Carlos Brito.

Anheuser-Busch has few takeover defenses to thwart a hostile offer, making it feasible for an unwanted suitor to acquire the company.

InBev on Wednesday prodded Anheuser-Busch by saying it remained available to discuss the bid, but stressed that time was “of the essence.”

InBev said it had commitment letters for the financing for the deal and has paid $50 million in commitment fees to a 10-bank lending group.

It has been two weeks since the Belgian-Brazilian brewer launched its bid for Anheuser-Busch, but the maker of Budweiser and Michelob has yet to respond.

Analysts have said that if Anheuser puts off negotiations for too long, InBev may just take its offer directly to shareholders in a hostile bid.

That could be bad for Anheuser, analysts have said, since InBev’s bid would give shareholders a significant premium that Anheuser would have trouble matching on its own.

The $65-a-share offer, which tops Anheuser’s all-time high, is 24 percent higher than the stock’s closing price the day before reports of merger talks surfaced, and 35 percent higher than the average share price over the preceding month.

Shares of Anheuser-Busch closed on Wednesday at $61.76, up 63 cents, or 1 percent, on the New York Stock Exchange.

BAD TIMING FOR THEME PARK SALE

Any reorganization is expected to include “scores” of layoffs, which could anger unions and local politicians in St. Louis, who had pressured Anheuser-Busch to reject the bid in an effort to save jobs, the New York Times reported.

If Anheuser-Busch tries to sell its 10 amusement, marine and water parks -- including SeaWorld and Busch Gardens -- that drew more than 22 million customers last year, it may find it difficult to find a buyer in the weak U.S. economy, analysts have said.

Busch Entertainment Corp, Anheuser’s theme park unit, last year accounted for almost 8 percent of the company’s sales and net income at $1.27 billion and $162.9 million, respectively.

Lehman Brothers valued Anheuser’s theme park business at $2.9 billion. Historically, such assets have attracted bids topping 10 times cash flow, but the sputtering economy could weigh on any sale price and multiples may hover in the high single digits, analysts said.

Analysts and investors had expected the Anheuser-Busch to respond slowly as it explores a restructuring, or other options, which may include trying to buy out Mexican brewer Grupo Modelo. Anheuser owns 50.2 percent of Corona-brewer Modelo, but has no management control

Billionaire investor Warren Buffett, whose Berkshire Hathaway is Anheuser’s second-largest shareholder, told CNBC on Wednesday that he viewed the beer battle as “an interesting spectator sport” but had not thrown his support behind either side.

Barclays Global Investors, the funds arm of British bank Barclays Plc, is the largest shareholder in Anheuser.

(Additional reporting by Martinne Geller in New York, editing by Richard Chang and Carol Bishopric)