SYDNEY — Billabong International Ltd is giving TPG Capital access to its books — but keeping its options open.
On Tuesday, the embattled Gold Coast, Queensland-based surfwear company revealed it had received a fresh takeover offer from TPG Capital of 1.45 Australian dollars, or $1.49 at current exchange, per share, valuing the company at 695 million Australian dollars, or $716 million.
Billabong said Friday that its board has reviewed the takeover proposal in detail and TPG will be given the chance to conduct non-exclusive due diligence — a process that is expected to take several weeks — “in order to reduce the conditionality of its proposal and improve its understanding and valuation of Billabong.”
According to the statement there is, however, no guarantee that a transaction will be agreed to at the end of the due diligence process and that in fact, “the Board of Billabong does not believe that the proposal reflects the fundamental value of Billabong in the context of a change of control transaction.”
In February, Billabong rejected TPG Capital’s offer of 3.30 Australian dollars or $3.53, at February exchange rates, valuing the company at 850 million Australian dollars, after Billabong founder, non-executive director and major shareholder Gordon Merchant and fellow non-executive director Colette Paul, who jointly own approximately 16 percent of Billabong, said any offer under 4 Australian dollars would also be undervaluing the company.
After Merchant rejected the initial offer and Billabong issued its second profit warning in seven months, the surfwear company shares made a steep dive as the company made a series of financial operations to raise fresh capital for the company. Currently Billabong’s shares trade at 1.35 Australian dollars, or $1.40 per share.
Regardless of the outcome of its latest Billabong takeover proposal, TPG Capital is, at the very least, en route to becoming one of the company’s largest shareholders.
On Wednesday, TPG Capital lodged documents with the Australian Securities Exchange revealing details of its agreement with Colonial First State Asset Management and Perennial Value to acquire those two entities’ combined 14.51 percent of Billabong’s issued capital. TPG is paying 1.45 Australian dollars to the first company and 1.50 Australian dollars per share to the second. Those prices work out to $1.50 and $1.55 respectively. The deal does not preclude a transaction at higher price or the shares being voted in favor of an arrangement, in the event Billabong’s board green lights TPG’s larger offer.
“I think they are keeping their options open” said Deutsche Bank analyst Michael Simotas of the Billabong board. “Shareholders have expressed their interest in having a transaction be completed. Given that the shareholders who account for a significant percentage of the stock have flagged their intention to sell their portions of the company, the board was clearly under pressure to engage. The group will announce a business transformation strategy in August and will hope that there will be some sort of pricing tension.”
On Aug. 27, Billabong is due to announce its 2011-12 full year results as well as a new three-year “transformation strategy.”