The details of the Delta Two proposal are starting to emerge. Not that J Sainsbury is saying anything further yet, but Delta Two released a statement late yesterday afternoon.
The most obvious detail is the price per share, below expectations set by analysts and the media:
Delta Two confirms that a comprehensive and detailed proposal was delivered to the Board of Sainsbury yesterday morning.
The proposal concerns the possibility of Delta Two making an offer to acquire the balance of the ordinary share capital of Sainsbury at a price of 600 pence in cash per share. This is in addition to the 7.35 pence cash dividend to be received by shareholders of Sainsbury on Friday 20th July 2007.
Next up, a confirmation of the proposed approach to funding which, as speculated in the media, involves a significant amount of borrowing:
If made, the offer would be funded by an investment of £4.6 billion in the form of equity and subordinated PIK shares and notes, and debt finance of £6 billion provided by a banking syndicate.
The statement also goes some way to set the tone for how Delta Two intends to pilot the retailer:
The proposal also envisages an investment of some £3.5 billion over the next five years to fund new store expansion, further store refurbishment and the development of Sainsbury’s non-food offering.
[…]
Paul Taylor, Principal of Three Delta, which is the strategic investment adviser to Delta Two in relation to this investment, said:
‘Our proposal is focused on growth, not retrenchment. It is backed by a shareholder with the resources and commitment to continue to improve Sainsbury’s market position in the UK with its reputation for quality and innovative food at competitive prices.’
Now of course an actual offer may or may not materialise, but it does seem clear that Delta Two intend to go the distance. It seems probable that the terms released today will be further negotiated and I would expect the actual offer price-per-share to be higher, and possibly a more palatable funding proposition tabled.
Robert Peston, BBC business editor, reckons Delta Two has a lot more cash available than they have so far put on the table, and although I’ve so far not found any evidence that Robert’s statement is actually based on fact, it certainly seems improbable that Delta Two would be unaware of the problems raised with CVC’s similarly “highly leveraged” takeover funding proposal earlier this year. A successful acquisition in such conditions is unlikely without an accompanying (and substantial) upfront contribution to the J Sainsbury pension scheme.
Some background on Qatari foreign investment can be found on the BBC site.
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