Newsgroup: it.economia.borsa
Titolo: Honeywell smorza gli entusiasmi

   Le Notizie di SoldiOnLine - Mercati USA e Asia
13:48:17 - 13/12/2004
Brutte notizie per Honeywell che per il 2005 si attende un utile per azione
di 1,90-2,00 dollari, leggermente al di sotto delle stime medie degli
analisti raccolte da Thomson First Call (1,91 dollari). La società ha anche
aggiunto che se completata l'annunciata acquisizione di Novar
incrementerebbe gli utili 2005. Per il quarto trimestre del 2004, il gruppo
statunitense si attende un utile di 49 centesimi a titolo, in linea con le
attese. (l.s.)


Ciao Inculatore Pazzo :-)
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Game over
Novar: It's never easy for a shell company to take over a larger quoted
business on the basis of having superior management. And it doesn't look as
if Melrose's bid for Novar will be any exception. With Honeywell's £1.2bn
white knight offer, the shell looks to have come off second best. Melrose
played a decent hand. It timed its pounce well, bidding when the uninspiring
mini-conglomerate was under fire from shareholders over its appointment of
former Cookson boss, Stephen Howard, as chief executive. By contrast,
Melrose offered a cohesive management team with a respectable track record.
But its bid depended for success on two things holding true. First, that
Novar's muddled structure - it had three unconnected divisions of roughly
similar size - would deter trade buyers from intervening. And second, that
Novar's big pension deficit would make it hard for private equity bidders to
gear up the business. In the event, it's not clear that either was correct.
Honeywell bid for Novar despite wanting only one of its divisions. And
several private equity bidders also bid. So where did Melrose's gamble
misfire? It failed mainly because Novar, while a mess, had a crown jewel:
its building controls division. The controls industry has seen a number of
deals lately at high multiples. Put Novar's controls unit on similar
multiples and it accounted for half the business or more. Melrose's bid
flagged that the controls business was available. That attracted a large
number of deep-pocketed potential buyers, including Honeywell, GE and
Schneider. Novar's problem was how to avoid simply selling off the jewel and
leaving itself with an uninspiring rump of businesses. It did this by
cleverly structuring the sale process so it would only auction the divisions
if it didn't get a satisfactory bid for the group. Honeywell bid for Novar
basically to avoid getting into a scrap for the building controls unit.
Melrose now departs with honour, having acted as an effective catalyst for
change. But financially, the outcome isn't pretty. While Novar's investors
celebrate their payday, its own are left with nothing but the tab - entirely
because it owned no shares beforehand. That's perhaps the price Melrose paid
for taking its target by surprise. But it's a high price. In future, Melrose
might be advised always to build a stake before making a bid.
   Context News
Honeywell has launched an agreed £1.2bn cash offer for Novar, trumping a
hostile bid made last month for the mini-conglomerate by Melrose, a shell
company. The bid values Novar's shares at 185p each and also gives accepting
shareholders the right to receive a second interim dividend of 6.6p.
Including Novar's preference shares, and the assumption of £300m of net
debt, it values Novar at about £1.2bn. Melrose's shares fell following the
Honeywell bid. Its cash and shares offer valued Novar at about 157p at 10am.
Novar's largest shareholder, Active Value, threw its 17% stake behind
Honeywell's bid. The fund manager said it would only withdraw its acceptance
in the event that another bid beat Melrose's by at least 10% - and was
denominated in cash. If its bid succeeds, Honeywell plans to retain only the
building controls division of Novar. It said it could extract $100m (£52m)
of synergies from merging this business with its own controls division.
Honeywell hopes to raise $1bn-$1.5bn (£520m-£780m) from selling the other
two divisions, which are involved in aluminium extrusion and cheque
printing. Novar has agreed to pay Honeywell a break fee of £6m.
 
 
Author : Jonathan Ford
 
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