LONDON — With the clock ticking and the biggest Marks & Spencer shareholder on his side, retail tycoon Philip Green on Wednesday made a third and final bid for the struggling British retail chain.

This story first appeared in the July 8, 2004 issue of WWD. Subscribe Today.

Twenty-four hours after the U.K.’s Takeover Panel gave him until Aug. 6 to bid or walk away, Green proposed an all-cash offer of 4 pounds, or $7.44, per share. As an alternative, he offered 3.35 pounds, or $6.23, in cash and a 30 percent equity stub in a new, publicly listed M&S business.

The cash bid values Marks & Spencer plc at 9.1 billion pounds, or $16.92 billion at current exchange. It is 30 pence, or 56 cents, per share more than his second bid, which valued the company at 8.36 billion pounds, or $15.55 billion. Shares in M&S closed up 2.29 percent at 3.68 pounds, or $6.84, on the London Stock Exchange Wednesday.

In a statement, Green’s Revival Acquisitions Ltd. said Brandes Investment Partners LLC, M&S’ largest single shareholder with an 11.7 percent stake in the company, has “irrevocably” agreed to accept the proposal.

“That’s it. This is my final, final, final offer,” Green said in a telephone interview. Asked about how he managed to woo the San Diego-based Brandes, he said: “It took 10 days — and we had our moments. But overall, it was a very friendly encounter.”

Green gave three conditions for his offer to be formalized: He wants a recommendation from the M&S board; he wants the retailer to open its books so that he can carry out due diligence, and he wants the finalization of all documentation.

The M&S board rejected Green’s first two bids with lightning speed last month, saying they undervalued the company and its future potential. Green admitted on Wednesday that he did not know what price M&S was holding out for, although he once again said he would not make a hostile bid for the store.

M&S board members met Wednesday afternoon to consider the fresh proposal, and will meet again this morning. “Work will continue to go on tonight. We’re giving the proposal due consideration,” said an M&S spokeswoman.

On Wednesday Green took a shot at his rival Stuart Rose, M&S’ new chief executive, who is due to lay out his strategies for the store on Monday. “He couldn’t perform in a circus, let alone run a retail store,” said Green, a longtime rival — and sometime friend — of Rose’s. Green had originally wanted Rose to join his new team at M&S. Not long after Green popped the question, Rose was named ceo of the retailer in a boardroom shakeup.

Things are different with Green’s latest bid: Shareholders have warmed to this offer, and are urging M&S board members to take time to mull it over.

“The proposed bid merits consideration,” said David Cumming, head of U.K. equities at Standard Life Investments. “M&S will now have to clearly articulate their new strategy under Stuart Rose, and then respond to shareholders’ views on this strategy before deciding whether to reject or accept this bid.”

Another leading shareholder, who declined to be named, said flatly: “We would expect the board of M&S to take a 4 pound offer seriously.”

Richard Ratner, head of equity research at Seymour Pierce, said he’s expecting other institutional shareholders to follow in Brandes’ footsteps. “It was an achievement for Green to get Brandes on board, but now we would expect other institutional shareholders to bring pressure on the M&S board as well,” he said.

Asked about a reasonable price M&S may be holding out for, Ratner said: “I think they’re just holding out — period. A lot of this has to do with ego. You know, Stuart Rose wants to be the one in charge of M&S.”

Meanwhile, trustees of the M&S pension fund have told Green they will not meet with him. Green had wanted to look into the fund’s liabilities before formalizing any offer by Aug. 6.

David Norgrove, head of the pension trustees and former head of clothing at M&S, issued a statement saying that any deterioration in the company’s credit rating or substantial increase in debt following a takeover could lead to a “very substantial” hike in pension fund contributions — not good news for Green.

Even if Green, who owns the Arcadia group of clothing stores and Bhs, a general merchandise retailer here, clears this hurdle and bids for M&S with the board’s blessing, he will still have to face competition issues. As reported, if Green’s bid succeeds, he will control about 26.5 percent of the U.K. women’s clothing market, and the U.K. Office of Fair Trading will have to decide whether that will lead to a “substantial lessening of competition.”

If the answer is yes, it will then refer the case to the U.K.’s Competition Commission, which will take at least three to four months to decide whether to allow the bid to proceed.

This is Green’s second run for M&S in five years, after he tried to buy it in 1999. However, it was revealed at that time that his wife Tina had bought 9.5 million M&S shares days before Green made his bid intentions public. The revelation eventually led Green to withdraw his bid.