Akzo Nobel has rejected a third takeover offer by US rival PPG Industries, leaving the door open to a hostile bid.
The Dutch company said the 26.9 billion euro offer undervalued Akzo and showed a “lack of cultural understanding of the brand”.
Akzo Nobel, which claims its own plans for growth are superior, has been urged to reject a
merger by the Dutch government and its own workers.
However, some Akzo investors favor a deal.
PPG said it was disappointed by Akzo Nobel’s decision and would “review” the company’s response.
It comes several weeks after PPG increased its offer to buy Akzo Nobel for the second time as it seeks to create an industry leader in the paints and coatings sector.
Image source Wikimedia
PPG suggested the bid was its last friendly attempt to merge with Akzo and has not ruled out putting the matter directly to shareholders.
Responding on May 8, Akzo CEO Ton Buchner said his team had conducted an “extensive review” of the bid and had again found it wanting.
“The PPG proposal undervalues AkzoNobel, contains significant risks and uncertainties, makes no substantive commitments to stakeholders and demonstrates a lack of cultural understanding,” he said.
Akzo says its own plans for the company – which involve spinning off its chemicals division into a separate business – would better serve shareholders.
It has promised to increase its dividend for 2017 by half and pay a 1 billion euro special cash dividend in November.
However, Akzo also faces mounting pressure from some of its biggest shareholders to consider a deal, having repeatedly refused to enter talks with PPG’s management.
Last month, the activist investor Elliot Investors also called for a vote to oust chairman Antony Burgmans – a proposal Akzo rejected.
In its favor, Akzo has won political support against a tie-up, with four provincial governments having warned of its impact on jobs.
Akzo also says that PPG would struggle to get the deal past Dutch competition regulators, which poses a risk to shareholders.
As part of its latest offer, PPG offered commitments on jobs and to pay a break fee in case the deal was rejected by officials.
Akzo Nobel shares fell more than 2% in morning trading in Amsterdam but have jumped about 30% this year.
VIDEO Chiquita has rejected a $611 million takeover bid by Brazilian groups Cutrale and Safra, saying it was sticking to its plan to merge with European fruit seller Fyffes.
The banana company said the offer from Brazil was “inadequate” and that it would not hold talks with the groups “at this time”.
Fruit juice company Cutrale and investment bank Safra made a $611 million bid for US-based Chiquita on Monday.
In March, Chiquita and Irish fruit group Fyffes agreed to merge.
Monday’s offer from the Brazilian businesses sent Chiquita shares 31% higher, while Fyffes fell 15%.
Chiquita has rejected a $611 million takeover bid by Brazilian groups Cutrale and Safra
A Chiquita-Fyffes merger would create the world’s largest banana supplier, with $4.6 billion in annual revenues.
The deal would allow Chiquita to avoid higher US taxes by relocating its statutory headquarters to Ireland.
This so-called tax inversion has been considered by other US companies, and become highly controversial as it would mean lost government revenues.
Chiquita said on Thursday that the Brazil offer was “inadequate and not in the best interests of Chiquita shareholders”.
“Having made such a determination, Chiquita has determined not to furnish information to, and have discussions and negotiations with, the Cutrale Group and the Safra Group at this time.”
Cutrale and Safra said on Monday that their offer was “clearly more favorable to the Chiquita shareholders than the proposed merger with Fyffes”.
According to the UN, the global banana market is currently controlled by four firms, Chiquita, Dole Food Company, Fresh Del Monte and Fyffes.
AstraZeneca has rejected an improved “final” takeover offer from Pfizer.
US pharmaceutical giant Pfizer had made a new offer of £55 ($88) per share, valuing AstraZeneca at about £69 billion ($105 billion).
However, AstraZeneca says the new proposal “undervalues the company and its attractive prospects”.
Pfizer’s pursuit has been under scrutiny because of fears it would hamper AstraZeneca’s drug research and cut jobs.
Pfizer had made a new offer of £55 per share, valuing AstraZeneca at about £69 billion
Pfizer planned to create the world’s largest drug company, with its headquarters in New York, but based in the UK for tax purposes.
In a strategy known as “tax inversion” Pfizer could pay the UK corporate tax rate of 20%, rather than the 35% rate applied in the US, if it bought AstraZeneca.
That plan has proved controversial with unions and politicians, with AstraZeneca employing 6,700 people in the UK.
AstraZeneca chairman Leif Johansson said Pfizer’s pursuit had been “fundamentally driven” by the corporate financial benefits.
“Pfizer has failed to make a compelling strategic, business or value case,” he added.
Of the two companies’ research and development workforce, Pfizer has said it will retain at least 20% in the UK for at least five years. It has also pledged to base its European HQ in Britain.
AstraZeneca’s shares fell over 13% in early trading after its rejection of the offer.
In its new offer statement, Pfizer chief executive Ian Read said:
“We stand by our unprecedented commitments to the UK government.”
Pfizer had said that its improved offer of £55 per share was “final” and would not be increased.
AstraZeneca shareholders were being offered £24.76 in cash and 1.747 shares in the new firm – worth a combined £55 – for each share currently they hold.
Pfizer had also promised not to mount a hostile takeover – a direct approach to shareholders of AstraZeneca without the involvement of its board.
Leif Johansson said that he had made clear to Pfizer that his board could only recommend a bid that was at least 10% above an offer of £53.50 made by Pfizer on Friday.
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