Patrick Hosking: Business Commentary
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The proposed £8 billion sale of ICI already looks like a done deal. The directors have surrendered to the raised offer from Akzo Nobel after a seemly few weeks of negotiations and brinkmanship. The offer price at 670p a share looks fair to generous. It is 35 per cent higher than the average price in the six months to June 15, the last business day before ICI announced Akzo’s interest.
It is a high valuation for a chemicals business. Recent acquisitions in the sector by BASF, Henkel and Cargill have been at ten to 12 times earnings before interest, tax, depreciation and amortisation (ebitda) – the benchmark used by dealmakers. While ICI is exiting for a price of 13.8 times ebitda.
Or to put things another way, shareholders who rely on ICI for its dividend would, at current payout rates, have to wait 83 years to accumulate cash equal to that offered by Akzo today.
It is not too late for other bidders to make late entries. The break fee – the penalty for walking away from the current deal – is only £80 million. But private equity players are currently stranded by the debt market indigestion.
There are competition issues. The deal, which brings Dulux and Crown paints together, will probably be deemed to give Akzo too much dominance in the UK, but it is thought to be prepared to make the necessary divestments.
The demise of an independent ICI is a sad moment for anyone with a sense of business history. The company dominated manufacturing in the 1950s and 1960s and was Britain’s biggest company for a while.
However, any shareholder getting too dewy-eyed should fast-forward to April 2003, when chief executive John McAdam was hired. Battered by a botched strategy shift, weighed down by debt and a teetering pension fund deficit and blown about by the bear market, ICI was in poor shape and its shares were trading at 104p, a sixth of the exit price four years later. Few shareholders will begrudge Mr McAdam his £10 million in share and option profits.
Only a revolt by Akzo shareholders is a serious threat to the deal. More than 25 per cent are needed to block the deal. There is some talk of hedge funds mustering support to kill it. That may well be overdone. It was only two weeks ago that there was rampant speculation that investors in another Dutch company, Fortis, were about to rebel against its mammoth fund raising to buy ABN Amro. In the event, the resolution was overwhelmingly carried.
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