Ask an investment banker about mergers and acquisitions in 2010, and the optimism is infectious. Except that it seems that few corporate bosses have caught the fever.
The bankers think they could do with a break. Global M&A hit a five-year low of $1.97 trillion in 2009 — 53 percent below the 2007 high. But now that financing is not as squeezed, confidence is supposedly returning and business conditions are apparently improving.
Cadbury Chief Executive Todd Stitzer says the company has shared cultural values with Hershey. This may encourage the U.S. confectionery group. But it is will be hard pressed to match, let alone trump, Kraft’s hostile bid. For all the talk, shareholder value will decide Cadbury’s fate.Stitzer’s comments show he is open to a Hershey offer. But this probably has little if anything to do with culture. By positively encouraging a white knight counter-offer to Kraft’s cash and share bid, Stitzer and his advisers are working on the premise that this is the best way of squeezing a higher price out of Kraft.Cadbury shares, which had remained stubbornly below 8 pounds following Kraft’s bid, are now trading at 8.07 pounds. This values Cadbury at more than 11 billion pounds, thanks largely to Hershey and Italian chocolatier Ferrero confirming their interest. Compare that with a current value of 7.18 pounds per share for Kraft’s cash-and-shares bid and it’s clear why Stitzer has warmed to Hershey.The trouble is that despite a report of JPMorgan and Bank of America being willing to lend Hershey some $7 billion to finance a bid, Hershey will be stretching itself to the limit to buy its larger rival. And for a bid to go ahead, Hershey’s management needs to show it would be in the interests of its major shareholder, The Hershey Trust.For Hershey to successfully take on Kraft, it will need to team up with either Italian family-owned group Ferrero or Nestle. That would lessen the financial impact on Hershey, but would also dilute the very virtues which Stitzer extols.Nobody is disputing the cultural similarities. Indeed, Hershey already manufactures Cadbury chocolate bars in the U.S. But unless Hershey can come up with a compelling financial argument for taking over the purple-wrapped British chocolate company, culture will remain a sideshow.
– Alexander Smith is a Reuters columnist. The opinions expressed are his own — Abu Dhabi is not going to crow publicly over Dubai’s troubles. But it will use the opportunity to assert control over its upstart neighbor. The price for Abu Dhabi’s help could be prize assets like airline Emirates. Dubai has little choice but to do what it is told.Dubai is unable to service the $80 billion debt it has amassed during its meteoric rise to wannabe global financial hub. Oil-rich Abu Dhabi holds the political and financial trump cards. Not only is it the capital of the United Arab Emirates, its ruler is head of the UAE’s seven desert states — squeezed between Saudi Arabia and Oman.Dubai’s success threatened the balance of power between the two emirates. Abu Dhabi has developed quickly, but not at the speed of Dubai, where until a year ago new skyscrapers popped out of the desert every few days.A property market crash and the end of free-flowing credit have taken their toll. Abu Dhabi has already lent Dubai at least $10 billion and another $5 billion indirectly via two of its banks. That won’t be the end of it. Dubai has nowhere else to turn, particularly now it has alienated the international capital markets by admitting it can’t meet the debts of flagship holding company Dubai World. Abu Dhabi can afford to bail out Dubai, but it has not been immune to losses itself and won’t be signing blank checks.Abu Dhabi won’t want to see its neighbor sink — after all they belong to the same country. But it will feel Dubai needs to be taught a lesson.One particularly painful punishment would be to force Dubai to hand over control of its prized Emirates Airline through a merger with Abu Dhabi carrier Etihad Airways. Global ports operator DP World is another asset Abu Dhabi should think about laying its hands on. Indeed, ownership of such assets may already have changed hands without anyone other than the royal families knowing about it.Other changes will be more subtle. Dubai has attracted overseas financial services companies with tax breaks and the relative freedom to do business in the way they are used to in Western countries.Curbing some of the excesses which have accompanied this influx of people and money will also be on the agenda.With the two cities an hour or so apart along the coast of the Persian Gulf, greater cooperation and coordination on development and direction should ultimately be beneficial to them both. Dubai’s moment in the sun has passed, now is Abu Dhabi’s chance to move out of its shadow.
Japan Airlines needs a new flight path. It has no hope of breaking even without jettisoning huge debts, massive pensions obligations and a bloated cost base. Even a last-minute deal with its pensioners will not solve its problems. JAL should opt for bankruptcy.JAL’s troubles are not new. It has reported losses in four out of the five past years. And in the first six months of 2009 alone it was some 131 billion yen ($1.5 billion) in the red.Its shares are in a downward spiral. They have lost more than half their value this year as investors have baled out rather than wait for a government-engineered restructuring plan to deal with the losses, debts of $15 billion in debts and a $3.7 billion pension shortfall.The only reason JAL is still flying is thanks to a 100 billion yen credit line from the state-owned Development Bank of Japan. This is meant to tide JAL over until a state-backed turnaround fund decides whether or not to support it. This could take between one and three months.JAL’s pension hole is a major sticking point, with JAL’s president Haruka Nishimatsu warning pensioners and staff that unless they accept an average 40 percent cut in their pension payouts, the carrier will be forced into a court-led restructuring.Faced with inevitable opposition from 9,000 pensioners and 17,000 JAL employees, the Democratic Party government of Prime Minister Yukio Hatoyama is considering legislation to implement such cuts.Even if such a change in the law were possible, JAL’s problems require more drastic action. With too many planes, too many routes and a heavy cost base, the airline desperately needs to slim down.JAL had cash reserves of just 95 billion yen at the end of the first half. It has admitted to problems meeting its loan obligations and its ability to continue as a going concern. JAL’s biggest creditors include the country’s three top banks.JAL is trying to cut costs, but this will not be enough to see it through one of the toughest periods in airline history.While there is value in JAL’s network in Asia — it is being courted by Oneworld alliance partner American Airlines, rival SkyTeam member Delta Air Lines and private equity firm TPG — only once it has been freed from the weight of its pensions and debts, will it be able to take-off again.Given the rate of descent of its shares, investors are right not to wait for a long-winded government-led restructuring.
British Airways and Iberia are right to merge: 400 million euros of synergies will go some way to help them survive dreadful conditions in the airline industry. But the combined group will need more than cost savings and revenue benefits to lift it out of the red. And BA’s pension fund deficit could yet derail the long-awaited deal. There is no sign of the clouds that have engulfed the world’s airline industry lifting quickly. With losses of almost 600 million pounds forecast for this year, BA is not expected to return to pre-tax profit before 2012. The outlook is only slightly brighter for Iberia, with a return to the black in 2011. As synergies will take up to five years to achieve, these won’t provide any immediate relief.BA’s chief executive Willie Walsh and Iberia chairman Antonio Vazquez — who will be CEO and chairman of the new company respectively — are banking on better use of their London and Madrid hubs to increase revenue. The airlines will concentrate on North American and Asian routes from BA’s base at Heathrow, with Madrid’s Barajas acting as the gateway to Latin America.BA and Iberia are probably underestimating the benefits. Indeed, Walsh’s external advisers have apparently told him that the revenue synergy targets should be exceeded. Air France <AIRF.PA> and KLM identified 385 to 495 million euros in annual synergies when they merged in 2004. That figure has increased since.The big stumbling block is BA’s huge pensions hole. This totalled 3 billion pounds at the end of the first half, but is likely to rise as a result of the latest actuarial review, which should be completed before Christmas. BA will then spend several months thrashing out with its pension trustees just how much it will have to contribute and over what timeframe.BA will presumably argue that it is stronger with Iberia than without and therefore represents a lower risk. But under the convoluted holding company structure proposed for the merged group, the pension fund’s claim will be on the British subsidiary, not the merged group. Discussions with the trustees have to be concluded by June next year, and Iberia can walk away if it doesn’t like the outcome.Given the uncertain outlook for asset prices and the airline industry as a whole there is some serious horse trading to be done. In the meantime, both airlines will have to keep up the cost cutting. This is needed just to survive the downturn and the fierce competitive threat posed by the low-cost carriers in their home markets. Further battles with unions in both companies are inevitable — regardless of whether the merger happens or not. A deal is better than BA or Iberia continuing to fly solo. But they are nowhere near cruising altitude.
How fitting that the London Stock Exchange should be in pole position to buy Turquoise. After all, the upstart exchange was launched last year by some of the LSE’s biggest customers to break its dominant grip on UK share trading. But it would be wrong to dismiss the venture as a complete failure.Turquoise may not have succeeded as a business — it has been loss-making throughout its short life — but it has achieved one of its main aims, to force the LSE to cut its fees.New LSE Chief Executive Xavier Rolet must have calculated that it made more sense to pay up to regain the near 7 percent market share pinched by Turquoise than let the exchange fall into the hands of one of the LSE’s more serious rivals.Turquoise has not been alone in turning the screws on the LSE. It is one of four or five multilateral trading platforms (MTFs) which have grabbed market share following the introduction of European rules designed to promote greater market competition.Collectively they have forced down trading fees and cut the LSE’s market share of trading in FTSE 100 stocks to around 65 percent.But under Rolet’s leadership, the LSE has hit back at Turquoise and other such ventures including Chi-X, BATS and Nasdaq OMX’s pan-European platform.Rolet’s approach is in stark contrast to his predecessor Clara Furse, whose years as CEO saw the exchange end up pitted against some of its biggest customers.Nor is the deal only about protecting the LSE’s position in London. It will also bring Rolet a significant foothold in other European markets.Turquoise has set record trading volumes across the continent during the summer, hitting 11 percent of the Swiss market in July, and in August accounting for 7 percent of trading in Germany’s DAX, 8 percent of the French CAC-40 and 8.6 percent of the Dutch AEX.Having LSE in its backyard will be a new competitive threat to NYSE Euronext. And the LSE will also be plunging fully into the world of “dark pool” trading. It has struggled to get its Baikal dark pools business off the ground, something Turquoise would bring.Assuming the LSE does conclude a deal with Turquoise, its users will need to keep it on the straight and narrow. But as long as there is competition in the market, the banks who channel so much of their business through the London market and shifted some of that to Turquoise could easily threaten to swap the platform for one of the LSE’s rivals.And if nothing else, Turquoise will long serve as a reminder that, with the heavyweight backing and trading flows of nine large investment banks, it is always possible to start a rival exchange from scratch.Having driven fees down and brought competition to the market, the investment banks behind Turquoise can retire secure in the knowledge there will be no return to the bad old days.
Like doting parents of teenagers who have spent their allowance and keep coming back for more, shareholders have so far been extraordinarily forgiving when stumping up cash to bail British companies out of debt. At some point, however, they will lose their patience and say “no”.
Housebuilders Barratt and Redrow are the latest to raise cash from shareholders via heavily discounted rights issues, joining a long list of companies who have gone cap in hand to investors for sums of more than 100 million pounds ($163.4 million) since the start of the year.
Zain by name, zany by nature. A group of Indian telecoms companies and a Malaysian billionaire have promised to shell out an eye-watering $13.7 billion for 46 percent of the Kuwaiti telecoms operator, the Arab world’s third largest.But minority investors hoping to cash out may have to think again. First, the offer has been engineered by — and for — the family-owned Kharafi Group, which is selling 20 percent of Zain, and its associates. Second, there’s no guarantee the deal will actually be completed.Even Kharafi reckons it will take another four months to complete the sale, which involves the consortium paying 2 dinars per share, a chunky 45 percent premium over Zain’s current price.There is also considerable uncertainty about who exactly some of the mooted buyers are. Little is known about India’s Vavasi Group or Malaysian billionaire Syed Mokhtar al-Bukhary, who have teamed up with Indian regional telecom companies Bharat Sanchar Nigam and Mahanagar Telephone Nigam.The consortium has yet to spell out its plans to fund the purchase. And the Kharafis have yet to pool together the shares they need to reach 46 percent. All this creates additional uncertainty for Zain’s minority investors — including the Kuwaiti Investment Authority with 25 percent — who have watched Zain shares tumble from a high of almost 2.5 dinars in mid-2007 to a 0.64 dinar low in January, only to recover to 1.38 dinars on Wednesday.The consortium says it wants to scrap the sale of the African business, which Zain has been trying to sell following a recent volte face in its M&A fuelled growth path.Zain’s acquisition binge has left it operating in 24 countries, including Saudi Arabia, Iraq and Nigeria. While this foothold in some of the world’s least predictable but potentially high growth markets has made it a name on the telecoms stage, it has not come cheaply. Zain has spent more than $12 billion since 2005 on its African expansion alone.But everything changed earlier this year when Zain when reined in spending and cut 2,000 of its 15,000 workforce. It also tried, so far unsuccessfully, to sell a majority stake in its African operations to French entertainment group Vivendi, which has since ruled out reviving the failed talks.Speculation about an outside investor has helped drive the recent recovery in Zain’s share price. If nothing else, the proposed stake sale could flush out buyers for either the whole group or its African assets. Maybe that’s just what the Kharafis are after, but it’s a high-stakes gamble.Given the questions about the consortium and the apparent differences between the Kharafi clan and Zain’s management, there’s plenty of scope for investors to be disappointed.
General Motors doesn’t do deals in a hurry — at least when it is selling.With the Opel sale grinding along, the U.S. automaker is also in the process of offloading its Saab brand to luxury sportscar maker Koenigsegg.Financing is the major sticking point in the Saab sale process. Koenigsegg — backed by U.S. and Norwegian investors — reached a deal in June to buy Saab from GM but the process then stalled.Now Koenigsegg — which boasts having developed the world’s fastest sportscar — has apparently sent the Swedish government a new plan for financing the Saab purchase. This we’re told no longer includes any extra loan from the government on top of funding guarantees from the European Investment Bank (EIB). There were reports that Koenigsegg Chairman Augie Fabela thought he needed an additional 3 billion Swedish crowns of financing.GM has always said it expects to close the deal by the end of the year. Given progress so far and the complications of agreeing autos deals with governments, it looks as though the automaker will have it right.