Barbarians at the Gate II

Barbarians at the Gate is the name of the scintillating book that detailed the leveraged buyout of RJR Nabisco in the mid 1980s. It was made into a movie as well and for a long time it was the biggest M&A transaction in the world. I strongly recommend the book, if you have an interest in business. ( or if you like thrillers !)

 

Take 2 seems to be happening in the goings on with Dell. The resemblance to what happened with RJR Nabisco is uncanny.

 

The Dell story started with Michael Dell, the founder teaming up with Silver Lake, a private equity firm,  and announcing a bid to take Dell private at $13.65 a share (a 25% premium over the closing price of $ 10.88 prior to this announcement). When rumours of this started to surface in January, people thought it was not a doable deal. Dell after all is a struggling PC maker in an industry which is declining with the onslaught of tablets. In any case its a fiercely competitive and somewhat commoditized industry. Whoever wants to pay top dollars for that.

 

As soon as the announcement was made, there were many murmurs that this was not a good deal for the shareholders - never mind that the stock was languishing at 35% below the bid price until rumours started to float. Carl Icahn, a famous Wall Street tycoon wanted to get in on the act. So did Blackstone, perhaps the world's largest private equity fund. Blackstone offered on Friday to buy the whole company for not less than $ 14.25 a share. Carl Icahn offered to buy 58% of the company for $15 a share.

 

Every investment bank in town is on one side of the deal or the other. So are many lawyers. Whatever happens, they will all pocket handsome fees. Money, greed, egos and insane optimism will now decide the direction of the deal. None have said what they will do with the company to realize value from what they are paying for it. Some form of stripping it and selling off pieces while keeping the rest would be inevitable. But still, how can the ugly duckling magically transform into a swan. What of Michael Dell himself. If either Blackstone or Icahn win, he will most likely be out.

 

Exactly the same thing happened with RJR Nabisco then. The book beautifully portrays the actors, their egos and their insanity. KKR "won" then, but then time proved how much of a dud deal it was as they had wildly overpaid. Now RJR Nabisco as a company does not exists. Various bits and pieces are in various places although the tobacco company RJ Reynolds still exists making Salem, Camel and Winston cigarettes. 

If you like thrillers, follow the Dell saga. And if you work for Dell, maybe its time to polish that CV.

Chicken Tikka Masala in Old Blighty

Chicken Tikka Masala is reputed to have taken over as the national dish of Britain. Perhaps the best example of reverse colonisation, although it must be said that overthrowing "British food" is not as great an achievement; such being the epicurean significance of the cuisine in Her Majesty's land. Actually its a Bangladeshi takeover, given that 99% of the curry houses in Britain are run by Bangladeshis. But we shall lightly pass over Bangladesh propagating "Balti"cusine" and such other monstrosities.

Stay with the chicken. British affinity to consuming this hapless avian is the only logic I can find (after much scratching of the head in vain) to explain the take over of Blackburn Rovers , a Premier League football team, by Venky's - an obscure chicken farming company from India.

Firstly the facts. Blackburn Rovers is a struggling middling football side in England. Its been bought out by Sri Venkateswara Hatcheries for £ 53 m , an Indian family firm, run by Anuradha Desai and her brothers. The takeover was completed yesterday and the team's home grounds are henceforth to be known as Venky's Ewood Park !

Foreigners taking over English clubs is not something new. It is mostly rich tycoons doing it for vanity - witness Roman Abramovic and Chelsea. They lose pots of money, but they don't care, for it barely makes a dent in their fortune. Owning a football club is like digging a hole and pouring money into it endlessly. Its the biggest dud when it comes to a business investment. Even Manchester United the most famous and richest of them all is financially in ruins. Nobody makes money except the players - its the only field where you can make outrageous salaries (think of a salary of £35000, ie Rs 25 lakhs per day) whether you perform or not.

Anuradha Desai does not fall in that boat. She is no playboy. She isn't a household name, even in India. She is known for prudently growing the company that her more illustrious father built. If she had a passion for football, it has thus far been well hidden. Beyond the usual blah blah that is made after any acquisition - we will grow together, we see a bright future, and such other rubbish, she displayed her ignorance of football by saying she is not going to pour money in to buy players. The economically challenged rabid English fan wants his favourite club to be owned by a zillionarie who'll write a blank cheque to buy every player on earth. He doesn't want to see prudent business principles.

There is zero brand value for this investment - can't imagine Venky's Chicken Tikka Masala in the menu. Sitting in the owner's box and watching Blackburn lose on a miserable cold and windy winter's day cannot be her idea of happiness. Back home in India, seeing handsome hulks sporting the Venky's logo on their football shirts is not going to make Rajalakshmi eat chicken.

Of all the bewildering acquisitions that happen in the business world, this must surely take the cake.

Two cheers for Labour's Cadbury law

The Labour party in the UK has announced a “Cadbury Law” as part of its election manifesto. This was motivated by the aftermath of the Kraft takeover of Cadbury. It has many good and some bad features and can potentially be a model for takeover law in many countries.

The broad proposals are as follows

- M&A transactions have to be approved by a two thirds majority and not just a simple majority.
- People (read hedge funds) who buy shares in the target after a bid is announced would be barred from voting
- A “national interest test” is being considered to prevent foreign takeovers in vital industries” – defence, utility, infrastructure being thought of as “vital”

In the red corner in fervent defense of these proposals are the Labour party, obviously, the Confederation of British Industry and Unite – the powerful Trade Union.

In the blue corner, opposed vehemently to this are the Conservative Party, obviously, and the Association of British Insurers. Silent, but presumably in this camp are all the hedge funds, speculators and assorted punters. Silent and sitting neutral are Britain’s Takeover panel (the body that oversees takeovers) and presumably the Liberal party.

I am vigorously in support of the first two proposals and strongly against the third. Hence the two, rather than three cheers.

Firstly I completely support the requirement for two third’s majority. That is a principle that is fundamental in many political democracies. Game changing issues require two third’s majority; simple issues can be passed with a simple majority. Something as fundamental as a takeover, that could potentially extinguish a company should not be taken lightly. It requires a broader support that a simple majority. The argument that such a provision will make takeovers difficult in the UK and that it would protect failing management is humbug. If the case is strong, it will achieve two third’s majority. If its weak, it doesn’t deserve to pass. No consistently failing management can achieve a blocking 34% support.

I defy any rational person to challenge the second proposal. This blogger has railed in the past against the practice of hedge funds buying up huge stakes in targets, clamouring for an increase in the bid and then forcing the target to accept the bid so that they can cash out profits – all under the threat of law suits if they did otherwise. These speculators deserve no sympathy and certainly not voting rights.

Unfortunately Labour has sullied its hand with the spurious “national interest” proposal. This is daft. There is no national interest in roads or power or for that matter BA. This proposal is just a throwback to the days of the public sector, where without competition, Britain’s dinosaurs were just awful. And we have the old problem of defining what is a British fund or a British bidder. This proposal deserves to be trashed into the dustbin.

Notice that an election manifesto contains such well thought out issues, which you may agree or disagree with, but indicates the level of maturity of Britain’s politics. Contrast this with India’s homegrown variety of elephant statues, free colour TV, loan write offs, free power, sacks of cash ….. Or with China’s complete absence of debate on any policy ….

No love lost for hedge funds

Its difficult to reconcile to the way the Kraft Cadbury deal finally ended (the deal got done today). Not the outcome – M&A transactions like this happen all the time. But the way it happened makes me reflect if unbridled capitalism is really a good thing.

My ire is on the hedge funds – they are no different to a herd of vultures which circle over an animal that’s about to die. When there’s a whiff of a M&A transaction, the hedge funds pile in to buy the shares of the target, hoping to make a killing . This is what happened in the Alcon transaction about which I posted here. Somebody tell me how what happened in the Cadbury case is reasonable by any yardstick.

Here’s what happened. When the first whiff of a possible takeover of Cadbury was in the air, the hedge funds bought heavily into Cadbury shares. They then drummed up noise that Kraft’s bid was inadequate and it had to raise the price. They kept making this noise and were prepared to play brinksmanship. Till virtually yesterday, they kept repeating the mantra – Kraft had to bid more.

Kraft caved in. They raised their offer to an effective 850p per share, from the original 745p where they started. Once this happened, the herd turned on Cadbury’s board to accept the offer. Never mind that one of Cadbury’s largest shareholders Standard Life said that they wouldn’t support a bid lower than 900p. Never mind that many independent valuations supported a price above this figure. Never mind that Cadbury released excellent results even with this protracted takeover process was on. The noise making ability of the hedge funds is pretty large . The Board was right to be worried about lawsuits – the scoundrel’s last refuge. Cadbury’s investment bankers advised the Board to accept – they would; wouldn’t they – they don’t make any fees if the deal doesn’t happen. So ultimately the Board of Cadbury caved in.

So the hedge funds win. They are only concerned about a windfall now. Who wants to wait for the long term for value creation. Who cares about the 180 year history of a company. Who cares for the management which has created all this value. So 850 is a great price because they bought it at 750. Forget about long term potential.

I simply cannot accept that a short term raider has the same equal shareholder rights as a long term investor. As managers, we are supposed to be working for our shareholders. But I certainly don’t want to work for vultures. Governments have to intervene – if you haven’t held the shares for more than a year, you have no right to influence a M&A transaction – you have no voting rights, you have no right to sue. The fate of companies built over 180 years cannot be decided by the shark who wants to make a killing now. Its just not on.

The financial services industry has learnt nothing from the past year. Their behaviour is exactly the same. Forget about bonuses and pay which have hogged the headlines. Hedge funds have got back to behaving exactly as before. No wonder the public mood is so much against this lot. They stand next only to Osama bin Laden in public contempt. They deserve this contempt, and more.

Romance is in the air

This seems to be the season for whispering sweet nothings. K and C are engaged in a very public courtship as I blogged here – its progressing at such a snail’s pace that its probably more exciting to watch grass grow. K has threatened to abduct and carry away C, and C is saying “bah” as women are wont to do !

But there’s another rumour doing the rounds. Yesterday curious things happened with Colgate Palmolive’s share price. The speculation is that Reckitt Benckiser (makers of Dettol) and Colgate Palmolive (makers of, well, Colgate) are looking coyly at each other. It appears that Reckitt is sending strong signal that he/she is ready to marry. What is not clear is who the target of its affection is. Is it Colgate, or is it SSL (makers of Scholl and Durex) ?

If its Colgate, then its not clear who is the bride and who is the groom. For they are both roughly equal. It's supposed to be a marriage of equals. But then women’s lib has not yet reached the corporate world where the tradition of the man abducting the woman and running away with her is the usual norm. So who will pop the question and who’ll say Yes, is not clear.

It is also rumoured that Colgate does not really want to marry. But then its perhaps scared of that stodgy, old man (wheeze, wheeze) who’s much bigger, has a bigger fortune and is capable forcibly lifting her up and running away with her. So why not this strapping Reckitt, who at least is of the same age and has similar taste in music – both like P.Diddy rather than Harry Belafonte which the old man likes. You get the drift …

Why is romance in the air ? Consumer goods companies are struggling for growth. They are being ripped apart by retailers who sell their own brands for a lot less than these companies (after all somebody has to pay for all the ads they air). Then come the discounters who are refusing to stock their products at all. Consumers reeling from the recession are penny pinching. All told, general misery. So the hope is that by marrying they can share the costs (like having only one house, like sharing the same bed, …. because businessmen have to invent important sounding words, these are called synergies). And the stodgy companies who stayed in Europe and North America have belatedly realised that they are in the Old World and that the New World is in China, Brazil, India, Indonesia and the like. Since they are scared of venturing into such strange lands on their own, why not marry somebody who’s already there.

So will Reckitt or Colgate pop the question to each other ? Who can fathom the minds of people who are all dewy eyed (Sri, are you listening ?!). The papers will make interesting reading.

Mush and business

Will they , or won’t they ? Get married that is. The very public match making process between K and C is as riveting as any soap on TV.

Readers of this blog would know that I’ve taken a fancy to mush in my old age. Especially since A Journey called Life and The Thoughtful Train have suggested that I better wear black than pink. This is another mushy post to prove that “macho men” can also mush !

K and C had gone out on a date about three weeks ago. K tried to hold C’s hand, but C pulled it back ; you see C is a “decent” girl and doesn’t hold hands on the first date. K , being an American, then wrote a long flowery love letter and then published it for the world to read. K said he was prepared to marry C and if C agreed and would pay C’s parents $16 bn as dowry. C was angered by the public announcement after just the first date. C promptly said NO and that she was prepared to die a spinster and would not marry K, especially with such a piddly dowry.

Despite C’s brave words that she wanted to remain alone, she knows that sooner or later she has to marry. And she’s very scared that if she left it too late, she’ll grow old and nobody will want to marry her. She especially has an eye for H or N. But both have problems. N is already married and C is not sure N will divorce his current wife to marry C (this is called in business parlance as anti trust problems). H is very pretty and rather feminine ; C knows that if they get married C can bully H. But the problem is that H doesn’t have much money to pay as dowry. And H’s parents are rather old fashioned.

K is playing a waiting game. He feels C has no other option but to marry him. C is scared that her parents will cut a deal with K and take the money. But there is a slight problem. K has not shown the money. He only says he will pay if C agrees. And K is keeping quiet, letting all the gossip do all the work for him.

C is furious. This is preventing her from doing her normal stuff – like going to the movies, eyeing other men, etc. Everywhere she goes, people are staring. She’s therefore gone to the village elders (called the British Takeover Panel) and asked them to instruct C to show the money or piss off. This the elders did yesterday – they told K that he has to show the money before Nov 9th.

Now C’s parents know that if K shows the announced $16bn, everybody will laugh at him. And K will lose so much face that no other girl will marry him. So they are hoping that he will bring much more dowry.

C is on the horns of a dilemma. She knows K will bring more money. And if she has to marry him in the end, she doesn’t want to get him really mad. So a week ago, she gave a sly wink and said that sometimes K can be cute (called in business parlance as "I can see the strategic fit"). C’s parents threw a fit. They gave C a bollocking for daring to appear like an indecent girl.

Now everybody is waiting for K to formally propose marriage. Will he go down on bended knees and pop the question. Or will he hire an aircraft and unfurl a banner in the sky announcing his undying love. And, more importantly, is he prepared to bring that posh house he has as dowry ?

Don’t miss the next episode, coming in two weeks time.

A soap opera begins

On 17th October 1988, late in the day, Monday, Philip Morris announced an unsolicited bid to acquire Kraft. It set off a soap opera , the likes of which have not been seen since.

October 1988 was an unbelievable month in business history. Two weeks earlier, on October 3, Grand Metropolitan (now Diageo) launched a hostile bid for Pillsbury. But then on October 20th, the atom bomb fell. The management of RJR Nabisco announced a bid to take the company private. That set off a bidding war with KKR, a private equity firm, who ultimately acquired RJR Nabisco for a staggering $25 bn. For 10 years that was the largest acquisition in the world by far.

Between October and December of 2008, for the first time, the front pages in newspapers around the world were filled with business news. With three large hostile bids going on simultaneously, daily gossip, who did what, who was seen with who, became staple news. News helicopters hovered above company headquarters taking pictures. The soap opera was in full swing. The food industry was dominating news – all three companies in play were either food companies or had substantial food businesses.

I was reminded of this when I read yesterday of Kraft’s unsolicited bid for Cadbury. Sense of déjà vu. The brash corporate raider from Chicago against a good British company ( pip pip, toodleoo, Right Ho !). It will be another soap opera. Won’t be like October 1988, but nonetheless will be a riveting story to follow.

But back to October 1988. The battle for RJR Nabsico was immortalised in a book – Barbarians at the Gate. It’s a fascinating read – strongly recommend to anybody who has an interest in business. Its written like a thriller, and all of it is true. You can buy it in the US here and in India here. It was even made into a movie.

Fast forward to the present day. The Kraft Cadbury dogfight will be great to watch. For my long time colleagues, this will be particularly interesting, for one of the characters involved is somebody whom we know well ….