Bumi shareholders should back incumbent board

February 21, 2013

By Kevin Allison

The author is a Reuters Breakingviews columnist. The opinions expressed are his own.

(This view was originally published by Breakingviews on Feb. 13.)

Back the Bumi board. Both the competing plans to salvage value at the coal miner have serious flaws. But the incumbent management looks better positioned than dissident co-founder Nat Rothschild to achieve an all-important split with Indonesia’s Bakrie family. That split should be investors’ top priority.

To recap, the Bakries and Bumi have agreed to a deal that would see the controversial Indonesian investors cancel their indirectly held 24 percent stake in the London-listed group. They would also hand over $278 million of cash to take back a 29 percent stake in Jakarta-listed Bumi Resources, one of the group’s two big assets.

Rothschild’s alternative would remove the majority of existing Bumi directors and install new management in an attempt to rid the company of Bakrie influence. Rothschild’s idea has attractions, not least because the UK Takeover Panel recently found another big Indonesian shareholder, Rosan Roeslani, to be acting in concert with Bumi Chairman Samin Tan and the Bakries. But the Rothschild plan has drawbacks too.

The biggest problem is that it would not guarantee a Bakrie exit, or even the end of their direct influence over Bumi. Indeed, the family has threatened to stay in Bumi if Rothschild’s proposal succeeds. That could be a bluff. But under the terms of a shareholder agreement the family could still appoint Bumi’s CEO and other top management as long as it retains a stake of at least 15 percent. Rothschild’s new board could try to have the agreement overturned in the courts, but that may just result in a drawn-out stalemate.

The plans of the incumbent board, in contrast, should eliminate the Bakries’ direct influence. That would free the company to focus on Bumi’s other main asset, its 85 percent stake in a smaller but still attractive Indonesian coal producer, Berau Coal Energy.

A victory for the current board should not be seen as an unqualified endorsement. There is a lingering concern that the powerful Bakries may continue to wield indirect influence. To address it, Bumi needs to move quickly to execute the split, replace Tan with an independent chairman and demonstrate that it has established effective control over Berau. If it lets this agenda slip, Rothschild would be more than justified coming back for another round.

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