RE: FT article17 Apr 2023 20:09
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https://www.ft.com/content/636e9ef2-0545-4ff2-b0a3-bb6596f824eb
With M&A, as with all forms of comedy and tragedy, the secret is timing.
Almost exactly a year ago, THG said apropos of nothing that it had rejected takeover approaches. A CEO’s statement with full-year results from the London-listed maker of frozen pizzas, branded briefs and spa experiences said the board had “received indicative proposals from numerous parties in recent weeks,” and that “every proposal to date has been unacceptable”.
Less than a month later, key shareholder Belerion Capital and HNW curio Nick Candy both registered an interest in buying THG — the former via an “unsolicited, highly preliminary and indicative non-binding proposal” of 170p a share that was rejected, the latter by vibes. By mid-June it was all over.
Now, less than 24 hours before its full-year results and Q1 trading statement are due to hit the tape, THG has responded to the vaguest of press speculation with a statement that Apollo Global Management has made a “highly preliminary and non-binding indicative proposal”. Apollo has not yet said anything formally.
One way to visualise this recent history is by crudely annotating a THG share price (white line, pence, LHS) against the 2022 consensus Ebitda forecast (purple line, £mn, RHS):
What prompted THG’s “response to press speculation”? The only story of note over the weekend was in the Mail on Sunday, which says only that founder Matt Moulding “may be considering taking the company private, according to some City observers.”
People in the THG camp suggest a statement (released at 10:21am London time) became necessary after the Betaville M&A blog highlighted the MOS story and the stock spiked nearly 10 per cent, which sounds reasonable, even though the rules governing bid approach updates have a fair amount of flexibility.
Generally speaking, the UK Takeover Panel will ask for a statement from a company sitting on an active approach based on a combination of whether its share price moves more than 5 per cent in a day, and/or if there was a 10 per cent run-up since the prospective bidder’s consideration of the target began, and/or if there has been press speculation. THG’s volatility complicates the picture — it had crossed the +5 per cent trigger level six times intraday in the past month — so a lot rests on the advisors' discretion to maintain an honest market.
People familiar with things were not keen to talk about the prospective bid value, nor when process began. Belerion Capital’s 170p indicative offer, a 46 per cent premium to the price at the time, of