Home > Mergers & Acquisitions > Macarthur backs Peabody-Arcelor offer

Macarthur backs Peabody-Arcelor offer

August 30, 2011

“Macarthur Coal has backed a sweetened takeover bid from Peabody Energy of the US and European steelmaker ArcelorMittal that values one of Australia’s last remaining big independent coal miners at A$4.9bn (US$5.2bn). The recommendation by the Macarthur board came after PEAMCoal, a new entity owned by the bidders, lifted its offer price to A$16 a share from A$15.50. Macarthur shareholders are also entitled to a recently declared dividend, taking the total price to A$16.16 a share.

Barring a higher offer from a rival suitor, Tuesday’s agreement all but ends a protracted takeover tussle for Macarthur among multiple parties spanning more than a year. Macarthur said unnamed potential suitors had examined its books since PEAMCoal made its initial A$15.50-a-share offer, but ‘although it remains possible that a superior proposal might be made, none have emerged to date and there can be no assurance that any will emerge.’”

Source: Financial Times, August 30 2011

Observations:

  • PEAMcoal’s new bid is $0.50/share higher than the initial offer, adding some $0.2bln to the transaction value. The current bid is almost $2.0bln higher than Peabody’s offer in May 2010.
  • Macarthur agreed to a $51.4mln break-up penalty (1% of takeover price) and no shop/no talk clauses, making it hard for other parties to obtain detailed company information. However, various other potential bidders have already studied Macarthur’s books.

Implications:

  • By agreeing to PEAMcoal’s bid Macarthur’s board pressures potential other parties to hurry up. Anglo American is rumoured to be interested in bidding for the company, but no official rival bids have been made yet. As most interested parties have been in contact with Macarthur and studied the books already, the no talk clause is not very important, but Macarthur signals a decision has to be made quickly.
  • Key assumption in the valuation of Macarthur clearly is the coal price going forward. Synergies vary among potential bidders, but synergy value will be much lower than the value of the stand-alone cash flows of the company. As a result the company with the most optimistic forecast of the coal prices will be willing to pay most for Macarthur. This concept, in which the winner of an auction (or takeover process) runs a high risk of being too optimistic, is known as ‘the winner’s curse’.

©2011 | Wilfred Visser | thebusinessofmining.com

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