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Until very recently, there was a damaging habit of UK corporate boards quickly bending over backwards when faced with foreign and private equity takeovers.
There would be dire warnings from fee-hungry investment banks that failing to accept seemingly generous offers would violate their fiduciary duty.
There has been a positive shift in attitudes. Several major listed companies, including electronics retailer Currys, insurer Direct Line, mining company Anglo American and engineering firm John Wood Group, have seen the predators off the battlefield.
So far, Andrew Fisher, chairman of online property site Rightmove, has refused to give in to the flattery of the Rea group, controlled by Rupert Murdoch. The group is showing a coolness in the face of a £6.1 billion offer in cash and shares.
Objective: Rea’s bid for Rightmove is unusual as Britain’s property market is three times the size of Australia, where Rea’s bid comes from.
Only Royal Mail owner International Distribution Services, held back by regulatory interference, has attempted to sell itself to Czech billionaire Daniel Kretinsky and his associates.
There are good reasons for boards and shareholders to hold firm. Most takeover bids are a question of price, with big long-term investors and hedge funds new to the share register keen to pocket a profit and run.
The fate of the workforce, the impact of debt, and the public interest rarely receive attention. Recently, we learned that generous bonuses are rarely what they seem.
The discount of London-listed stocks relative to some of their peers means that assets have been snapped up cheaply. The weakness of the pound has also been a factor.
Furthermore, as seen in Asda and others, where leverage exists the results are rarely positive.
Rea’s bid for Rightmove is a strange one. After all, the British property market is three times the size of Australia, where Rea’s bid comes from.
However attractive it may be for Murdoch interests – who control 62 per cent of Rea – to gobble up Rightmove, giving it a wider presence, logic dictates that Fisher and his board should launch a Pac-Man defence in which the hunted eats the predator.
The failure to do so speaks to the lack of confidence and ambition of UK-listed companies, including in the online retail sector, where the UK, through banks such as Revolut and retailers such as Next, has real clout.
Rea says it can bring capabilities to Rightmove that it lacks, such as sophisticated data services and access to mortgage markets.
A UK company willing to invest might have experience in both fields, which means convincing shareholders who are about to make a change that there is significant long-term value to be gained.
There is no need to close deals. There will be setbacks. As we reported today, Anglo American shares have not performed well since it showed the door to Australian miner BHP.
BHP has the option to return in November. Restarting a giant mining complex takes time and Anglo American is too important to South Africa and the London stock market to sacrifice. The British company must keep calm.
Border dispute
Before the great financial crisis, it was thought that one of the great advances that the European Union would achieve would be cross-border banking.
We know how badly it all went. The acquisition of Netherlands-based ABN Amro by the Royal Bank of Scotland became the costliest mistake ever made by a UK bank.
HSBC’s foray into private banking, by buying the Safra banks including Republic New York, turned out to be an embarrassing mistake that is still being sorted out.
In the Benelux countries, Fortis was one of the main victims of the 2008 banking crisis.
Given this background, it is not surprising that there is apprehension about UniCredit’s current attempt to buy German firm Commerzbank. Gaining a foothold in Germany may seem like a brilliant idea.
But one American commercial banker who was recently in London was reluctant to go there. German investors fear that in the event of problems in the often unstable Italian economy, resources would always be concentrated on local clients and German clients could be left behind.
In particular, there are concerns that a merger between the two banks could hamper lending to Germany’s vibrant small and medium-sized businesses.
Experience shows that cultural differences will be difficult to overcome. Andrea Orcel, former head of the UBS trading firm and now head of UniCredit, has unfulfilled ambitions. That is not a good reason to close a deal.
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