Robin Pagnamenta and Sarah Butler
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Shareholders in Alliance Boots overwhelmingly approved an £11 billion private equity takeover yesterday despite growing concerns in Parliament about the fate of nearly 67,000 members of the group’s pension fund.
Alliance Boots said that 96.3 per cent of the proxy votes cast at a court meeting were in favour of the £11.39 per share offer from the US private equity firm Kohlberg Kravis Roberts and executive deputy chairman Stefano Pessina. Just 3.7 per cent of votes were against.
Shareholders at an emotionally charged extraordinary general meeting of the group’s board also supported the takeover, Europe’s biggest leveraged buyout, by a similar margin.
However, approval for the takeover, which represents the first time that a FTSE 100 company has fallen into the hands of private equity, was granted amid storms of protest from disgruntled pensioners and criticism from John Watson, chairman of the group’s pension fund trustees.
Mr Watson gave warning that the £8 billion of borrowings required to finance KKR’s bid had “serious implications” for pensioners in the scheme, especially since no agreement had been reached with the takeover consortium.
“I am very disappointed and regret that the board chose to recommend this proposed acquisition without ensuring clear plans had been agreed for the future funding in the scheme and arrangements made to protect pensioners,” Mr Watson told Alliance Boots’ nine-member board, who were squeezed behind a long table in the wood-panelled Fleet Street offices of the investment bank Goldman Sachs.
The trustees, who have no power to block the deal, claim that the scheme has a £305 million deficit and have called for an immediate cash injection of £400 million as well as future guarantees totalling £1 billion.
KKR and Mr Pessina, who have questioned their calculations, are understood to be offering a much smaller amount.
Yesterday, MPs from the three major parties called for the Alliance Boots pension scheme to be examined in Parliament.
“Clearly it is concerning that this takeover has been agreed before a decision was made on the pension fund,” said Greg Mulholland, Liberal Democrat MP for Leeds NorthWest and member of the Commons Work and Pensions Select Committee. “Members of the scheme need to be reassured that their pensions are secure and will not be jeopardised by this move.”
He said that the committee would be “examining this deal closely when Parliament returns next week”.
Anne Begg, Labour MP for Aberdeen South and a fellow committee member, said: “Parliament should take a look at this. My worry is that sometimes these private equity deals appear too good to be true.”
Justine Greening, Conservative MP for Putney and another member of the committee, said: “I would be very keen for the committee to meet with the pensions regulator. This is going to be a growing issue over the next few years. The pensions regulator needs to be as clear-cut as possible regarding what the expectations should be for companies in this situation.”
KKR’s Dominic Murphy has already been summoned to appear before a separate meeting of the Commons Treasury Select Committee for an inquiry into private equity.
Shareholder approval of the takeover means that shares in Alliance Boots, which operates 3,000 stores, a major pharmaceutical wholesaling business and employs 100,000 people, will be delisted at the end of this month.
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