Beware of smiling foes


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Tuesday, 18th September 2007 by Chris Blackhurst
Beware of smiling foes

Today the lines of demarcation between friend and enemy are blurred. IR directors must be constantly on their guards. July/August 2007 issue

Questions like this aren't asked lightly. So here goes: has there ever been a more uncertain time to be in IR?

Before you answer, I want to pose another one - which might colour your reply. By the same token, has there ever been a more exciting time to be in IR?

Like many people of a certain age, I grew up with the tales of the Second World War. I had relatives who fought, who were bombed and evacuated.

I remember going to houses and seeing black and white photographs of handsome young men wearing uniforms on a side table or the mantlepiece.

He was gone, laying down his life for his country. Similarly, my school had a board in honour of those that had fallen. It was terrible and tragic.

But at the same time, there was a bit of me that wished I'd been there and wondered what it must have been like to have such a degree of comradeship.

I know it's a long way from the horrors of the battlefield to the share register but right now, it's as if the whole foundation of corporate life is being shaken to the core - and there is no end in sight.

Like the brave servicemen and woman of very real conflicts, IR professionals are charged with fighting their way through, defending their ground and trying to make sense of what is occurring.

If that sounds extreme, consider this: no company, however mighty, is safe; every investor, however genuine they appear, may have a hidden agenda.

If that seems off the wall, then think again. I've sat in numerous sessions with folk in the City recently where the possibility of bids for the likes of Vodafone, BP and HSBC have been discussed.

These aren't fanciful "what if" conversations, fuelled by copious amounts of alcohol. They're serious.

Such is the power of private equity, so great is the wall of money that has been amassed from the Middle East, Russia,India and the Far East, so low are interest rates across the world and so keen are investors to climb aboard the gravy train, that the building of even the biggest war chests is a relatively simple task.

When Sir Philip Green wanted to have a crack at Marks & Spencer in 2004, he amassed more than £10bn in a matter of hours.

Now, three years later, £10bn looks small compared with some of the bids being bandied about.

As for the shareholders, do you really know they are who they say they are - or that their intentions are what they claim them to be?

In France, the Autorité des marchés financiers is examining several cases in which hedge funds are thought to have fronted for buyout firms.

Previously, there has been a tendency on the part of companies and their advisers to regard hedge funds and private equity operators as separate beasts. Not any more.

Gerard Rameix, general secretary of the AMF says the regulator is looking at instances in which activist funds pushed managements into putting companies up for sale - without disclosing that they'd already agreed with a private equity house to sell them their stake, which would give the latter a significant advantage in any auction.

European companies, apparently, are popular targets because their shares are frequently cheaper than their US/UK counterparts’ and their managements are often more entrenched and therefore ripe for prodding.

Ramiex described it as "a cross between insider trading and market collusion." He also added it was "very difficult to prove."

In theory, many private equity groups are barred by their own investors from launching hostile bids.

So what the French think they have stumbled across is a softening up exercise where the hedge fund does the awkward bit – whipping up the interest and attracting inevitable opprobrium - and the private equity fund sits quietly in the background, waiting to pounce.

How Ramiex can even begin to think that the AMF can establish for certain that such an agreement was struck is beyond me.

This won't be written down and sealed in a document to be stored in a safe so that investigators can seize it as evidence. He's right, though, to suspect such nefarious activity exists. Of course it does.

We've now reached the point where when BAA was being stalked by Spanish buyer Ferrovial it turned to the biggest gun it could find to mount a defence.

Goldman Sachs got the call, rushed to BAA's offices, heard the tale of woe, said they could advise - oh and then suggested a better way out for the airports operator, that they, Goldman Sachs could take them over. Brilliant.

In this crazy market we find ourselves, even the white knight has turned black. Thrown into the frontline are the IR executives who are expected to try to make sense of it all.

Nothing is what it seems. Previously, they could rely on anchors such as loyalty and longevity. No longer.

Today's breed of shareholder wants performance and wants it quickly. If they don't get it, there's no shortage of takers in these markets – private equity, hedge funds and the two together.

The threat of off-loading a stake and the pressure that creates on management has never been greater.

In the old days, everyone had a rough idea of where they stood. Mergers were agreed or they were hostile; stakes were built and when they reached a certain level, an offer had to ensue.

Those rules still apply - but in the same way that in theory professional footballers are supposed to maintain respect for referees or politicians command some sort of moral authority.

We rarely have hostile takeovers or shareholdings climbing to a point where a takeover is triggered any more.

Instead, what we have is behind the scenes chats, an exchange of letters or emails, often started by someone with just a small investment, that provokes explosive change.

It happened at Cadbury Schweppes with Nelson Peltz and at ABN Amro with The Children's Investment Fund.

Bids don't spring from nowhere. Instead they are putative - with the market being sounded out in earnest - before they become agreed or they are not made at all. Similarly, traditional lines of demarcation have become blurred. An adviser can be a funder, an investor and ultimately a new owner.

It's a bad, mad and dangerous world in which to try to steer a clear course. It's also brilliantly challenging and energising. IR professionals should don tin hats and try to enjoy the exhilarating ride.

Chris Blackhurst is City editor of the London Evening Standard

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