Tactics12 Oct 2018 07:22
Everyone knows BHP want this asset (as do others) In fact, for the likes of BHP, they must have assets of this size in order to ensure their long term future. So, how do they play this?
Their current holding was an opportunistic purchase on the basis it became unexpectedly available. It is of little use to them as it stands as it gives them no influence and does not achieve what they need.
Therefore, how and when do they go about buying the company?
Buying in the open market will be difficult and it's difficult to see which of the larger holders would be prepared to do an off-market deal with them; why would they? An approach from BHP would signal their intentions and as the incumbent holder you'd simply say "thanks, but no thanks" and then buy more yourself.(you'd definitely not agree to be made an Insider)
They could approach the company in an attempt to reach a recommended value. This would be the sensible approach, but I'm sure NM would demand a very high valuation. If BHP thought his demands were too high, they can make an open offer to all shareholders in the form of a hostile bid. Their gamble would be that they could buy cheaper than NM's valuation.
Hostile bids are fraught with difficulties, not least of which is the cost involved. One of the key reasons companies rarely go hostile is that they cannot do detailed dd. However, in this instance, there's not much dd to do, so it makes things easier.
So, let's assume NM tells them to go away and come back with a sensible price and let's assume that instead they fancy chancing their arm in the open market; when do they strike? Pre-MRE2? Pre- PEA, or post either events? In my opinion, and given the absence of dd, they will have to wait until after the PEA. This will reduce the risk.
And bear in mind, once they've made a bid and if they fail, they won't be able to bid again for 12 months (unless someone else bids.) This makes life very difficult for them as in the intervening period another trade investor could come along and take a stake in the company that would lock BHP out for good.
From an M&A point of view, the situation I'm describing puts us in one of the strongest positions it's possible to be in and I have absolutely no doubt NM will exploit it to it's absolute maximum.