FT on BBY15 Aug 2014 07:39
Carillion/Balfour Beatty: hard hats:
The increasingly bitter dalliance of Carillion and Balfour Beatty (billed as a merger, but it would be an acquisition of the latter by the former) shows why. The two builders have been talking on and off for months, but have started to trade barbs about the likelihood of a deal. Carillion is keen; Balfour Beatty less so. Balfour should win the argument. First, the cost savings. Carillion promises £175 million, which is 16% of the combined operating cost base. It puts the taxed and capitalised value of the savings at £1.5 billion, and although that looks a little generous, it does suggest that lots of value could be added to the combined £3.1 billion market cap. Carillion has made acquisitions before – Mowlem in 2006 and Alfred McAlpine in 2008 – so knows about integration. There is no need for Carillion to become involved with Balfour. It has done nicely enough since the crisis by taking risk out of its construction business. Its share price is up 93% since the depths of the crisis; Balfour’s is up 7%. Warren Buffett has opined on what happens when good management teams meet poor companies (the latter prove decisive). This is an unnecessary, risky pursuit of scale for its own sake. Carillion should abandon it.
Lombard:
Balfour’s bear necessity: Easy, Bruin. We know you’re frisky, but you could hurt someone. Services group Carillion is attempting a classic bear hug on Balfour Beatty, a struggling builder. The tactic involves forcing a target to agree its own purchase by applying pressure through investors. Bear hugs are useful when ambiguous shares are the main currency, not cold, convincing cash. On Thursday Carillion pressed the face of Steve Marshall, acting Chairman of the construction group, a little deeper in its chest fur by publishing pledges made to some shareholders. Chairman Philip Green promises cost synergies of at least £175 million by 2016. Capitalising the savings gives them a value of £1.5 billion, about half the combined value of the two companies. Fast and dirty sums show that the dividend and share ratio equate to a control premium of 24.5p or about 10% at Thursday’s closing prices. This is a slim difference to the amount Balfours expects to pay out after selling Parsons Brinckerhoff, a consultancy that Carillion wants to retain in the merged business. The tussle therefore resolves into one of Managerial competence. Carillion is a stronger business than Balfour, as illustrated by financial results reported by both companies this week. Balfour shareholders should encourage Mr Marshall to yield to the bear before it squashes him anymore.