GKN PLC Share News (GKN)

LONDON (Alliance News) - US engineer Dana Inc late Thursday acknowledged the decision by GKN PLC's shareholders to accept the GBP8.4 billion bid by Melrose Industries PLC for all of GKN and said "it appears unlikely that our proposed combination with GKN Driveline will proceed".

The British engineer previously agreed to combine its automotive unit, GKN Driveline, with Dana in a roughly GBP6 billion cash and stock deal. Under the deal, GKN shareholders would have received 47.3% of the share capital of the newly-formed combined firm Dana PLC - listed in New York and London - after completion.

"We are, of course, disappointed by today's outcome and continue to believe Dana would be the best owner and operator of GKN Driveline," said Dana President and Chief Executive James Kamsickas.

GKN's board, in a separate statement, accepted defeat and asked shareholders of the company to accept the GBP8.4 billion takeover bid made by turnaround specialist Melrose Industries PLC.

"The board now recommends that, in the event that the offer is declared wholly unconditional by Melrose, shareholders accept the offer, as the GKN directors intend to do in respect of their own beneficial holdings," the company said in response to level of acceptances for the bid.

GKN's board, however, also said that Melrose would delist the company, if the level of acceptances reaches 75%. This could leave shareholders with a minority interest in an unlisted company, with the liquidity and marketability of GKN shares significantly reduced as a result.

Earlier, Melrose said that its takeover bid for GKN has received valid acceptances from around 52.43% of the voting rights of GKN, and accordingly its merger offer has become unconditional as to acceptances.

Melrose shares closed at 231.00 pence, up 3.5%. GKN shares closed up 9.5% at 463.00p each.

"Let me assure you that GKN is entering into very good hands," Melrose Chairman Christopher Miller said.

"We are delighted and grateful to have received support from GKN shareholders for our plan to create a UK industrial powerhouse with a market capitalisation of over GBP10 billion and a tremendous future."

"Melrose has made commitments as to investment in R&D, skills and people and we are very excited about putting these into action," he added.

As at 1300 BST, Melrose had received valid acceptances of its offer in respect of 901.3 million GKN shares, representing around 52.43% of the voting rights of GKN. Melrose said it is so far aware that none of the acceptances has been received from persons acting in concert with Melrose or in respect of shares subject to an irrevocable commitment or letter of intent.

On Tuesday, the UK government sought several commitments from Melrose as part of its hostile takeover bid for GKN, as it evaluated whether the bid gives rise to national security concerns.

UK Secretary of State for Business, Energy & Industrial Strategy Greg Clark in a letter dated Monday sought binding commitments from Melrose, if its bid for GKN was successful, over operating a UK headquartered and listed business, maintaining a UK workforce, continuing to pay UK taxes, continuing to invest in research and development programmes and making arrangements for current and future pensioners.

"I am concerned that a short-term approach to ownership may not be compatible with maintaining the longer-term relationships which characterise the best interests of the defence field. In the light of this I would expect to see a commitment to continuity of ownership and strategic investment specific to the defence related business of GKN and to exclude the option of a short-term sale of this business without the consent of the government. I am aware that you are separately discussing with the Ministry of Defence the terms of an agreement that would satisfy any concerns that the Defence Secretary may have," Clark said.

Clark's letter to Melrose seeking specific commitments relating to its GKN bid was published on Tuesday.

In response, Melrose said Tuesday that it has agreed with the UK takeover panel's legally binding undertakings in relation to maintaining Melrose's headquarters in the UK and a London stock listing for a period of five years. The company also gave commitments over research and development spending of GKN.

GKN late Tuesday hit back saying the need for the UK government to intervene and seek commitments from Melrose over its hostile bid is further evidence that Melrose is the wrong owner for this business and that shareholders would be taking a risk in accepting the offer.

Melrose has committed not to sell the GKN Aerospace business before April 1, 2023, but it has not made any commitment about the future of GKN Driveline, GKN said.

"In other words, the future of GKN Driveline becomes immediately uncertain under Melrose's ownership in contrast to its certain future under the Dana/GKN Driveline combination," GKN said. It added that Melrose's pension proposal would create a group with high leverage and leave gross pension liabilities in excess of GBP4.3 billion, which would be borne by shareholders.

"The fact that Melrose appears to have been forced into these undertakings shows once again that it would be an unsuitable owner of GKN," GKN Chief Executive Anne Stevens said on Tuesday.