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Clive Cowdery, the insurance tycoon, plans to bypass the Friends Provident board and take his £1.7 billion bid directly to shareholders as he forges ahead with plans to create a super-sized insurer.
The move comes before an expected formal confirmation today from the life and pensions group that it has turned down an all-share offer from Resolution, Mr Cowdery’s financial services consolidator.
Friends, Britain’s fourth-biggest life insurer, is expected to say in a stock exchange statement that Resolution’s mooted price — at a “modest premium” to its closing share price of 60p on Friday — is too low.
It is also expected to voice concerns about Resolution’s unusual structure, under which management can share in 10 per cent of the value that it generates. The basic pay of Resolution’s seven partners is also linked to the size of the business they run.
Despite the setback, Resolution, which floated in December after raising £600 million from investors impressed with the track record of its founder, is understood to be eager to pursue a deal. A tie-up with Friends, which has failed to happen once before, is part of Mr Cowdery’s grand plan for using Resolution to snap up and bundle companies in the life and asset management sector before refloating the enlarged group.
Sources familiar with the Guernsey-registered business, which is being advised on the deal by Lazard, said that plans for three or four similar-sized acquisitions in the sector were in the offing. Scottish Widows and Clerical Medical, both owned by Lloyds Banking Group, are among what are believed to be a dozen or so targets being considered by Resolution.
In a separate statement today, Resolution is expected to announce that it has lodged an expression of “preliminary interest” for Friends.
The City has been awaiting Mr Cowdery’s first move with Resolution since the Financial Services Authority closed an investigation into the £5 billion sale of his closed-life funds group, also named Resolution, to Hugh Osmond, the pubs and pizza tycoon, in May. Mr Cowdery was cleared of any wrongdoing. The first attempted tie-up between Resolution and Friends, an £8.6 billion agreed all-share merger announced in July 2007, was thwarted when Mr Osmond, who was Resolution’s biggest shareholder, questioned the rationale for the deal.
After making his criticisms Mr Osmond put in his own last-minute counterbid for the business. After its failure, Friends, which is being advised by JPMorgan and Goldman Sachs, undertook a strategic review and was removed from advisers’ “buy” lists.
Trevor Matthews, the Australian who took over as chief executive of Friends in July last year, claimed in March that the company was firmly back in business, despite reporting ballooning annual losses and halving the dividend. Pre-tax losses, under international financial reporting standards, swelled to £871 million for the 12 months to December 31, compared with £113 million for the previous year.
Mr Cowdery is understood to have received support for any necessary additional capital from Resolution’s investors. Many of the vehicle’s key backers, such as Aviva and Legal & General, are also shareholders in Friends. For that reason Resolution is understood to be keen to avoid going hostile with its approach, although it is thought not to have ruled it out.
Shares in British life insurers have fallen steeply this year amid concerns that falling equity markets and rising bond defaults could eat away at their solvency reserves.
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