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Roula Khalaf, Editor of the FT, selects her favourite stories in this weekly newsletter.
Bidding wars are suddenly fashionable in London. While stock markets elsewhere have been busying themselves with record highs or a resurgent IPO market, the City has become the scene of fierce battles for unloved companies.
Spirent is the latest. As the City fretted over the future of Thames Water last week, the telecoms testing company said that it had agreed a 201.5p per share offer from US testing group Keysight, which valued its equity at £1.16bn. The bid trumped an earlier proposal from Viavi Solutions, which had agreed a 175p per share offer with the Spirent board. Viavi has criticised this new deal, saying it would “limit customer choice”.
Spirent was not the only UK business heading into Easter with rival suitors looking daggers at each other. Packaging group DS Smith said last week it was in talks over a 415p per share bid from US-listed International Paper, which would beat an earlier offer from local rival Mondi that had been agreed in principle. Neither has made a formal bid yet.
And in February, logistics group Wincanton left French suitor CMA CGM at the altar, preferring instead to recommend a £762mn offer from GXO.
What all these deals have in common, as well as their contested nature and the joy they have brought to (in some cases long-suffering) shareholders, is the nature of the combatants. All six suitors in the three deals are trade buyers in the same industry, rather than private equity firms or sovereign wealth funds.
Even in uncontested situations, trade buyers have become an increasingly common sight. Nationwide has agreed a £2.9bn deal to buy Virgin Money. Housebuilder Barratt is buying rival Redrow in an all-share deal worth £2.5bn when it was announced. Insurer Ageas made two offers for Direct Line, both of which were rejected. Late last year, Mars agreed to buy Hotel Chocolat for about £534mn.
Private equity buyers have been thinner on the ground, at least in deals for mid-market companies. Bankers and lawyers say that’s partly down to financing. Debt has become more expensive as interest rates have risen, so highly leveraged deals are tougher to do. Trade buyers, on the other hand, may be happier to use their own balance sheets or have access to cheaper debt. And they will have an eye on synergies where they overlap with the target. Private equity firms find it harder to compete on that front.
Valuations also play a part. UK stocks trade at steep discounts to their US-listed peers, although that is partly because of a lack of the sort of high growth companies that investors favour at the moment.
Whatever the reason, US companies have been among the most enthusiastic UK bargain hunters. International Paper, GXO and Keysight are all US-based, taking advantage not just of the valuation gap but also of the favourable exchange rate.
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They are certainly willing to pay for what they see as attractive assets. Keysight’s offer for Spirent is pitched at an 86 per cent premium to the undisturbed share price. GXO is offering a 104 per cent premium for Wincanton. Both are well ahead of the 35 to 45 per cent range that bankers say is typical for deals in the UK.
People involved say the bidders have been watching and waiting for a while. These are not deals that have come together in a rush. Instead, a bit more certainty about the UK economic outlook and confidence that interest rates will fall this year have spurred buyers into action.
Forceful nudges from other interested parties have also played their part. A company that has been eyeing a target from a distance for a while will need to act quickly if a rival suddenly appears on the scene with an agreed deal. Here, the UK’s takeover rules play their part. The rarity of huge break fees, which are restricted by the Takeover Code, means it is tough for the first clear bidder to tie up a deal. And the target’s board can accept an early offer in the knowledge that they can switch to a more attractive one if it emerges, as demonstrated by Wincanton and Spirent.
Those rules are not likely to change any time soon. Nor, despite a recent rally, is the UK market’s discount to the US. So stay tuned for more battles in the City of London.