RE: IC article29 Nov 2024 11:27
Volex turns up heat on TT Electronics takeover
After having two previous cash-and-share offers rejected, the Volex chair has appealed directly to TT shareholders. Michael Fahy reports
Yet the one-day capitulation in TT’s share price in September was a sign that the market “seemed to give up on TT”, dashing hopes that its fortunes were turning around under its new chief executive Peter France, said Stifel analyst Mark Davies Jones.
“We still think TT is vulnerable,” he added. Although he has a fair value estimate of 190p on the shares, he thinks a “reasonable compro- mise” could be reached if the two sides can agree a deal at a price closer to 160p-170p.
Volex (VLX) chair Lord Rothschild has turned to TT Electronics (TTG) shareholders to push its board to engage with his takeover approach.
Volex has thus far submitted two potential cash-and-share offers to TT’s board, both of which were dismissed as “fundamentally under- valuing TT Electronics and its long- term prospects”. TT’s board also said it had previously rebuffed a higher all-cash offer.
Undeterred, Rothschild took his plea directly to TT’s shareholders, citing “compelling strategic and finan- cial merits”. He continued his broad- side against TT’s current and former management, stating that since 2018 they had presided over “a share price erosion of over 65 per cent prior to Volex’s interest being made public”.
TT Electronics faces several opera- tional struggles. The FactSet consen- sus forecast for the current year is for sales to fall by 12 per cent and operat- ing profit to plummet by 40 per cent. The group’s adjusted operating margin has also remained stubbornly below management’s 10 per cent target and Volex’s presentation pointed to more than £125mn of one-off charges over the past four years, including £56mn of asset writedowns, £44mn of restruc- turing costs and £26mn of M&A costs. Rothschild described TT’s recent record of acquisitions as having “very disappointing outcomes”.
Volex compared this with its own track record, where its adjusted operat- ing margin has grown from 2.1 per cent when Rothschild took over as executive chairman in 2015 to 9.8 per cent last year. It also pointed to a track record of successfully integrating deals.
Its pitch to TT’s shareholders is that they would enjoy greater upside from a combined operation. Although there is some overlap between the
companies – both offer contract manu- facturing of electrical components used in medical and industrial tech- nologies – they produce largely differ- ent products, serving different sectors.
There will undoubtedly be TT shareholders who are sympathetic to Rothschild’s criticism of management’s recent performance, but it seems he may have more difficulty convincing them that his current offer is a fair one. The latest offer of 62.9p in cash and 0.223 Volex shares per TT share was worth 135.5p, or a 77 per cent premium based on the previ