LONDON — The board of Marks & Spencer plc swiftly rejected a third — and final — bid from retail mogul Philip Green on Thursday, claiming it can do a better job of reviving the ailing company.
This story first appeared in the July 9, 2004 issue of WWD. Subscribe Today.
M&S, which is suffering from a retail identity crisis, an overweight supply chain and shrinking market share in clothing, said Green’s all-cash proposal significantly undervalues the group and its prospects. Green has offered 4 pounds, or $7.44, per share in cash, or alternatively 3.35 pounds, or $6.23, per share and a 30 percent equity stake in a new M&S business.
The M&S statement, issued just 24 hours after Green made his fresh bid, urged shareholders to sit tight until Monday, when M&S chief executive Stuart Rose will outline his strategies for the store. It said the board was “confident” of being able to prove M&S is worth a lot more than 4 pounds per share.
“Following communication of the group’s strategy next Monday, shareholders will be able to make an informed assessment of the board’s view,” the statement added.
The onus is now on Rose to prove to shareholders he’s the right man to run M&S — and make them all richer. Rose is expected to tell shareholders he’s planning $186 million in cost cuts — he’s already slashed staff travel budgets — and is said to be considering the possibility of returning cash to shareholders. He’s also expected to reveal the results of the M&S property revaluation carried out last month.
“It’s all about Monday,” said an M&S spokeswoman. “M&S wants the chance to put its strategies forward. We are in possession of key information that Green does not have. We will prove to shareholders what we can do.”
In a separate development, the U.K.’s Financial Services Authority on Thursday dropped its investigation into Rose’s M&S share dealings prior to Green’s announcement that he would bid for the company. “On the basis of the facts the FSA has established, there are no ongoing inquiries in respect of Mr. Stuart Rose,” the authority said in a statement.
Green, whose new bid proposal values M&S at 9.1 billion pounds, or $16.92 billion, had convinced M&S’ largest shareholder, Brandes Investment Partners LLC, to support him. He announced Thursday that Schroder Investment Management, which has a 1.2 percent stake in M&S, had also stated a non-binding intention to back his bid.
Green, who is making his second run for the store in four years, isn’t going to give up easily. In a statement Thursday, his company, Revival Acquisitions Ltd. said: “Revival has today taken soundings from a number of M&S shareholders and will wait to see their assessment of M&S’ strategy on Monday.” Green has until Aug. 6 to formalize any bid for the company, or walk away. He has said repeatedly that he will not make a hostile bid.
In Thursday’s statement, M&S also pointed out that Green’s 4 pound per share proposal needed some clarification regarding the ownership structure and financing of Revival; the details and value of the share alternative; how Green plans to deal with potential competition issues, and the extent of the proposed due diligence. Green also owns the specialty retailer Arcadia and the department store chain Bhs.
Green responded by saying he was puzzled. “Revival is surprised that M&S chose not to seek such clarification before arriving at its decision. Revival has received no contact at all from either the board of M&S or its advisers regarding any aspects of the proposal that it made yesterday.”
M&S shareholders say they’re eager to watch Rose strut his stuff next week. Tony Nutt, a director of Jupiter Asset Management, said: “There’s a lot to play for over the next few days. Institutional shareholders will not make up their minds about Green’s bid until Rose lays out his strategic plans — and the tangible returns that shareholders can expect.”
Rupert Trotter, equities analyst at Isis Asset Management, agreed. “We want to sit down and hear what Rose has to say so that we can put a value on the M&S strategy. On Monday, we’ll have the full scenario, and we can go forward from there.”
Another leading M&S shareholder said, “Our intention is to wait to see what the M&S board has to say, and how they intend to deliver value to shareholders in excess of 4 pounds per share — in order to justify their view that Green’s offer significantly undervalues the company.”
M&S shares closed down 1.22 percent at 3.64 pounds, or $6.77, on the London Stock Exchange Thursday.