TOP NEWS: GKN Shareholders Accept GBP8 Billion Hostile Bid By Melrose

29th Mar 2018 16:27

LONDON (Alliance News) - Industrial turnaround specialist Melrose Industries PLC on Thursday said it has won its hard fought battle to acquire GKN PLC by securing backing from a majority of the British engineer's shareholders.

Melrose said late Thursday that its hostile GBP8.4 billion takeover bid for GKN has received valid acceptances from around 52.43% of the voting rights of GKN, and accordingly its merger offer has become unconditional as to acceptances.

Melrose shares were trading 2.9% higher at 229.10 pence in late trading. GKN shares were up 9.0% at 461.50p each, making it the best performer in the FTSE 100.

"Let me assure you that GKN is entering into very good hands," Melrose Chairman Christopher Miller said.

"We are delighted and grateful to have received support from GKN shareholders for our plan to create a UK industrial powerhouse with a market capitalisation of over GBP10 billion and a tremendous future."

"Melrose has made commitments as to investment in R&D, skills and people and we are very excited about putting these into action," he added.

As at 1300 BST, Melrose had received valid acceptances of its offer in respect of 901.3 million GKN shares, representing around 52.43% of the voting rights of GKN. Melrose said it is so far aware that none of the acceptances has been received from persons acting in concert with Melrose or in respect of shares subject to an irrevocable commitment or letter of intent.

On Tuesday, the UK government sought several commitments from Melrose as part of its hostile takeover bid for GKN, as it evaluated whether the bid gives rise to national security concerns.

UK Secretary of State for Business, Energy & Industrial Strategy Greg Clark in a letter dated Monday sought binding commitments from Melrose, if its bid for GKN was successful, over operating a UK headquartered and listed business, maintaining a UK workforce, continuing to pay UK taxes, continuing to invest in research and development programmes and making arrangements for current and future pensioners.

"I am concerned that a short-term approach to ownership may not be compatible with maintaining the longer-term relationships which characterise the best interests of the defence field. In the light of this I would expect to see a commitment to continuity of ownership and strategic investment specific to the defence related business of GKN and to exclude the option of a short-term sale of this business without the consent of the government. I am aware that you are separately discussing with the Ministry of Defence the terms of an agreement that would satisfy any concerns that the Defence Secretary may have," Clark said.

Clark's letter to Melrose seeking specific commitments relating to its GKN bid was published on Tuesday.

In response, Melrose said Tuesday that it has agreed with the UK takeover panel's legally binding undertakings in relation to maintaining Melrose's headquarters in the UK and a London stock listing for a period of five years. The company also gave commitments over research and development spending of GKN.

GKN late Tuesday hit back saying the need for the UK government to intervene and seek commitments from Melrose over its hostile bid is further evidence that Melrose is the wrong owner for this business and that shareholders would be taking a risk in accepting the offer.

Melrose has committed not to sell the GKN Aerospace business before April 1, 2023, but it has not made any commitment about the future of GKN Driveline, GKN said.

"In other words, the future of GKN Driveline becomes immediately uncertain under Melrose's ownership in contrast to its certain future under the Dana/GKN Driveline combination," GKN said. It added that Melrose's pension proposal would create a group with high leverage and leave gross pension liabilities in excess of GBP4.3 billion, which would be borne by shareholders.

"The fact that Melrose appears to have been forced into these undertakings shows once again that it would be an unsuitable owner of GKN," GKN Chief Executive Anne Stevens said on Tuesday.

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Related Shares:

MelroseGKN PLC