David Wighton: Business Editor's commentary
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GfK's handling of its merger-turned-bid for Taylor Nelson Sofres (TNS) has been so shambolic that it was no great surprise when it pulled out on Tuesday night.
It never looked likely that GfK would find a backer to top Sir Martin Sorrell's hostile offer for the market research company. In the end, it appears that GfK Verein, the trust that owns a majority of the German company's shares, could not stomach the financial and governance terms demanded by Apax Partners, its potential private equity partner.
Sir Martin had scoffed at GfK's claim that it would be able to find financing for its bid in present market conditions. And he was right. It would have taken a much tougher opponent to get the better of Sir Martin, whose WPP Group now looks certain to win TNS. The question is: at what price?
David Lowden, TNS's chief executive, put on a brave face yesterday as he unveiled a solid set of interim figures. He said that he was continuing to talk to industry rivals and private equity groups in an attempt to find a bidder to compete with WPP. But his chances of success appear vanishingly small. He pointed out that Sir Martin is offering only 11 times cash earnings. Previous deals in the sector have been done at an average of 14 times annual earnings before interest and tax. But that was then and this is now and Sir Martin is the only game in town.
Sir Martin pitched his offer cannily and observers believe that he could afford to pay a bit more, but he will be very reluctant to do so. His task is made more difficult by the changes in TNS's share register, in which a number of traditional investors have sold to hedge funds hoping for a bid battle.
One of those hedge funds, Cedar Rock Capital, which is now the largest shareholder with 9.4 per cent, is understood to have rejected WPP's offer.
The shares settled yesterday at just below the value of WPP's offer, suggesting the market believes that it's all over bar the shouting.
Shareholders' best hope is that Sir Martin decides to increase his offer modestly in order to get a recommendation from the board.
As Mr Lowden points out, TNS is a people business and the business might suffer if Sir Martin does not seek to “engage the management”. Yet Sir Martin may well calculate that he can engage with the management he wants without engaging with the board. They won't be sticking around, anyway.
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