FINANCIAL
services group Old Mutual has managed to gain control of Swedish life
insurer Skandia after a four-month war of words, in the face of
opposition from some of Skandia’s shareholders and a majority of its
board.
Old Mutual announced today it had
received acceptances from 62.5% of Skandia’s shareholders to date for
its R38bn offer, a level CEO Jim Sutcliffe said he felt "very
comfortable" with.
The offer has been extended until January 12, 2006, in
an effort to gain further shares from previously reluctant Skandia
investors.
The announcement marks the end of Old Mutual’s long quest
for a substantial presence in the UK financial services market, which
Skandia will certainly bring.
Old Mutual has been on the look- out for possible
acquisitions in the UK for the past three years or so, having always
regarded that market as the third essential leg to underpin its global
strategy, complimenting its South African and US operations.
Further details as to exactly which shareholders have
tendered their shares, and which have remained holdouts, are expected
to be known over the next few days - international investors were
reported to be much more favourable towards the offer than Swedes, with
a few large Swedish shareholders representing just over 15% of
Skandia’s shares having come out publicly against the deal, saying it
undervalued Skandia’s business.
Old Mutual confirmed reported takeover talks between
itself and Skandia in May, with what began as a "friendly" deal, as
described by Sutcliffe. The news sent Old Mutual’s share price 6% lower
on the day, as investors speculated over how many new shares the group
would have to issue as part of the takeover.
On September 2, Old Mutual eventually unveiled its bid of
43.60 Swedish kronor (SEK) per share, for a total of SEK 45 billion, a
price market watchers generally described as fair. It represented a 25%
premium to the market price on May 12, when the offer was initially
discussed.
Old Mutual also made the offer conditional on receiving a 90% acceptance level from Skandia shareholders.
However, the offer met with opposition from the majority
of directors on Skandia’s board, turning the offer hostile and sparking
a rift that eventually forced the resignation of the Skandia chairman,
who had voted in favour of the deal. Throughout September and October a
succession of Skandia shareholders publicly came out against the offer
level, saying it undervalued the group’s business.
To help underpin the opposition, in mid-October Skandia
management even announced details of its "Turbo Plan", a multi-year
stand-alone programme to boost earnings growth and improve margins.
In the face of this opposition, on December 1 Old Mutual
opted to lower the conditional shareholder acceptance level from 90% to
50%, while also fixing December 16 as the offer closing date to provide
more clarity to shareholders and speed up the process.
Sutcliffe, meanwhile, reaffirmed the group’s intention
not to raise the offer price, saying Old Mutual would walk away from
the deal on December 16 should the 50% target not be reached.
During the entire takeover battle the CEO maintained his
confidence of getting the requisite shareholder support, saying he had
received invaluable input from Old Mutual shareholders and substantial
positive reaction from the majority of Skandia shareholders. Indeed,
Old Mutual shareholders voted overwhelmingly in support of the
takeover.
Now, in the weeks to come, Old Mutual management will be
holding discussions with the management of Skandia regarding the
structure of the combined board of the merged company.
Old Mutual has been working hard to obtain all the
requisite regulatory approvals by mid-January, Sutcliffe has said, and
hopes to be able to hold the merged group’s first extraordinary general
meeting by the end of January, as soon as the transaction had closed.
It is possible the offer could be extended past January
12, should all of the regulatory approvals not yet been received.
According to Old Mutual’s estimates, a successful
takeover of Skandia by Old Mutual would create Europe’s eighth largest
insurer by embedded value (EV) at £7.5bn or 137 pence per share, and
the seventh largest in terms of assets under management at £192bn. The
merged group would also be ranked at about number 35 on London’s FTSE
exchange.
Of the enlarged company’s pro-forma value of new business
(pre-tax), 32% would come from South Africa, 25% from the US, 18% from
the UK, 15% from Europe and the rest of the world and 10% from Sweden. |